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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): November
5, 2026 (November 4, 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.) |
117 W 9th St, Suite 1214, Los Angeles, CA 90015
(Address of principal executive offices) (Zip code)
Registrant’s telephone number including area
code: 213-784-1640
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 1.01 Entry into a Material Definitive Agreement.
Investment in No Camera Films
On November 5, 2026, GBT Technologies Inc. (the “Company”)
entered into a Subscription Agreement – Common Stock (the “Subscription Agreement”) with No Camera Films, a Wyoming
corporation (“No Camera Films”) controlled by Mindatorium Inc., a Wyoming corporation (“Mindatorium”), pursuant
to which the Company acquired a five percent (5%) equity interest (the “Acquired Interest”) in No Camera Films. As consideration
for the Acquired Interest, the Company issued to Mindatorium a convertible promissory note in the original principal amount of $1,000,000
(the “Note”). The Note bears interest at a rate of 8% per annum, calculated on a simple-interest basis, and matures one year
after its November 5, 2026 original issue date, unless earlier converted in accordance with its terms. The Company may prepay the Note,
in whole or in part, only with Mindatorium’s prior written consent, which may not be unreasonably withheld, delayed, denied or conditioned,
and Mindatorium has a conversion right in respect of amounts proposed to be prepaid following the notice period provided in the Note.
At any time while the Note remains outstanding, Mindatorium may convert all or any portion of the outstanding principal amount, together
with accrued and unpaid interest elected to be converted, into shares of the Company’s common stock at a fixed conversion price
of $0.10 per share, subject to the adjustments and beneficial ownership limitations described below. The conversion price does not reset
based on the market price of the Company’s common stock and, subject to the terms of the Note, is not adjusted for a reverse stock
split. The conversion price is subject to proportional adjustment for forward stock splits and stock dividends. Mindatorium may not convert
the Note to the extent such conversion would cause Mindatorium and its affiliates to beneficially own more than 4.99% of the Company’s
outstanding common stock. Mindatorium may increase that limitation upon 61 days’ written notice, subject to a maximum beneficial
ownership limitation of 9.99%. Based solely on the original $1,000,000 principal amount of the Note and without giving effect to accrued
interest, any adjustment contained in the Note or application of the beneficial ownership limitations, if relevant, the Note would initially
be convertible into 10,000,000 shares of the Company’s common stock.
The Note contains customary events of default, including
certain payment defaults, failures to timely deliver shares upon conversion, uncured covenant breaches, certain insolvency and bankruptcy
events, material breaches of representations, failure of a successor entity to assume the Note in certain fundamental transactions, failure
to maintain sufficient authorized shares for conversion, delisting of the Company’s common stock and loss of DWAC eligibility. Upon
a continuing event of default, Mindatorium may, subject to the terms of the Note, elect to continue holding the Note or require the Company
to reconvey all or a portion of the Acquired Interest based upon the amount of the Note previously satisfied through cash payments or
conversions. While any amount remains outstanding under the Note, the Company is also subject to restrictions on transferring, pledging,
encumbering, voting or taking certain actions with respect to the Acquired Interest without Mindatorium’s prior written consent.
In connection with the investment, the Company, through
its wholly-owned subsidiary Cube X Media Corporation (“Cube X Media”), also announced a strategic relationship with No Camera
Films, pursuant to which the parties expect to make AI-produced proof-of-concept materials available to independent filmmakers seeking
financing for their projects. The Company intends for the relationship to complement Cube X Media’s independent-film investment,
promotion and fundraising activities.
The foregoing descriptions of the Subscription Agreement
and the Note do not purport to be complete and are qualified in their entirety by reference to the full text of the Subscription Agreement
and the Note, copies of which are filed as Exhibits 10.34 and 10.35, respectively, to this Current Report on Form 8-K and are incorporated
herein by reference.
Item 2.03 Creation of a Direct Financial Obligation
or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 of this
Current Report on Form 8-K concerning the Note is incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities.
The information set forth under Item 1.01 of this
Current Report on Form 8-K concerning the Note and the shares of common stock issuable upon conversion thereof is incorporated herein
by reference.
The Note and the shares of Company common stock issuable
upon conversion thereof have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or applicable
state securities laws. The Company relied on the provisions of Section 4(a)(2) of the Securities Act, as these transactions do not involve
a public offering and the Company did not engage in any general solicitation in respect of the sale and issuance thereof.
Item 5.02 Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Richard L. Taw III
Effective October 5, 2026, the Company entered into
an Executive Employment Agreement with Richard L. Taw III (the “Taw Employment Agreement”), age 60, pursuant to which he serves
as Chief Marketing Officer of the Company. The Taw Employment Agreement has a 36-month term and provides for base compensation of $20,000
per month, payable in cash, shares of the Company’s common stock, or a combination thereof, as determined by the Board. Any shares
issued in payment of salary are valued under the agreement at $0.00005 per share, as adjusted for stock splits, reverse stock splits,
and similar recapitalizations.
On November 4, 2026, the Board of Directors of the
Company approved the appointment of Richard Taw to the Board, effective upon his acceptance of the appointment and in no event prior to
November 4, 2026. Mr. Taw will serve until the Company’s 2027 Annual Meeting of Stockholders, until his successor is duly elected
and qualified, or until his earlier death, resignation or removal. The Board also approved the Company’s entry into an indemnification
agreement with Mr. Taw substantially in the form previously approved for the Company’s directors and officers.
Mr. Taw has more than 30 years of experience in marketing,
advertising, media sales, entertainment marketing and brand partnerships. He previously served as Chief Revenue Officer of Hollywood Branded
from 2024 to 2025 and was a founding partner of Access Media, a Los Angeles, California, media sales and consulting firm, from 2004 to
2019. He is also the founder and owner of Nexum Solutions, formerly RT Media Solutions. Earlier in his career, Mr. Taw held sales and
media roles with Sandbox.com, Red Herring, Automotive News and Chiat/Day. Mr. Taw received a B.S. in Communication, with an emphasis in
Business, from the University of Southern California.
There are no family relationships between Mr. Taw
and any director or executive officer of the Company and no arrangements or understandings with any person pursuant to which he was selected
as a director. Mr. Taw has not been involved in any transaction with the Company that would require disclosure under Item 404(a) of Regulation
S-K.
The foregoing description of the Taw Employment Agreement
is qualified in its entirety by reference to the full text thereof, which is filed as Exhibit 10.36 to this Current Report on Form 8-K
and is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On November 5, 2026, the Company issued a press release
announcing its investment in No Camera Films and strategic relationship between Cube X Media and No Camera Films. A copy of that press
release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
On November 5, 2026, the Company issued a press release
announcing the expansion of its leadership team, including the appointment of Richard Taw III as Chief Marketing Officer and a member
of its Board of Directors and the appointment of Thomas Hartmann as Vice President of Film Development and Production of Cube X Media.
A copy of the press release is furnished as Exhibit 99.2 to this Current Report on Form 8-K and incorporated herein by reference.
The information contained in this Item 7.01, including
Exhibits 99.1 and 99.2, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange
Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information or exhibits be deemed incorporated
by reference into any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such
filing.
Item 8.01 Other Events.
Appointment of Thomas Hartmann
In connection with the development of Cube X Media,
on November 5, 2026, the Company appointed Thomas Hartmann as Vice President of Film Development and Production of Cube X Media. Pursuant
to his Executive Employment Agreement with the Company, Mr. Hartmann is responsible for evaluating and packaging film and television projects,
developing production plans and budgets and coordinating approved creative and production activities. He reports to the Company’s
Chief Executive Officer and provides services on a nonexclusive basis. Mr. Hartmann’s employment agreement provides for an initial
term of 36 months and base compensation of $15,000 per month, payable in cash, shares of the Company’s Common Stock, or a combination
thereof, as determined by the Board. Shares used to satisfy compensation are valued under the agreement at a contractual price of $0.00005
per share, as adjusted for stock splits. The agreement also provides for three months of base salary, or $45,000, upon a termination by
the Company without cause or a resignation by Mr. Hartmann for good reason, subject to the terms of the agreement.
Mr. Hartmann is an independent film and television
producer with more than ten years of production experience. His experience includes serving as lead physical producer of Hal & Harper,
a nine-episode series released by MUBI, and producing film, episodic, branded and digital content. He previously worked at Rubicon Entertainment,
Legendary Entertainment and Tribune Publishing and holds an M.F.A. in Producing from the American Film Institute and a B.A. in Advertising
from DePaul University.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
|
Description |
| 10.34 |
|
Subscription Agreement – Common Stock between GBT Technologies Inc. and No Camera Films, dated November 5, 2026 |
| 10.35 |
|
Convertible Promissory Note issued by GBT Technologies Inc. to Mindatorium Inc., dated November 5, 2026 |
| 10.36 |
|
Executive Employment Agreement between GBT Technologies Inc. and Richard L. Taw III, effective October 5, 2026 |
| 99.1 |
|
Press Release dated November 5, 2026 |
| 99.2 |
|
Press Release dated November 5, 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/ Minh Collins |
| |
Name: |
Minh Collins |
| |
Title: |
Chief Executive Office & Director |
| |
|
|
| Date: November 5, 2026 |
|
|
EXHIBIT 99.1
Cube X Media Bets on AI to Help Independent Films Get Funded, Investing
in No Camera Films, the Studio Behind the AI Feature Deep Frame
Strategic investment adds an AI production engine to Cube X Media’s
growing ecosystem for independent filmmakers, from proof-of-concept and funding to brand partnerships and distribution
WOODLAND HILLS, Calif., Nov. 5, 2026 – GBT Technologies Inc. (OTC
PINK: GTCH) (“GBT Technologies Inc.” or the “Company”), through its wholly-owned subsidiary, Cube X Media Corporation
(“Cube X Media”), today announced a strategic investment in No Camera Films, an AI film production studio, and a partnership
to bring AI-produced proof-of-concept “sizzle reels” to independent filmmakers raising money for their projects. Terms were
not disclosed.
What if investors could watch a film before the money to make it was raised?
Most independent films are financed on a script and a pitch deck, which asks investors to imagine a movie that doesn’t yet exist.
Traditional trailers are often limited by tight budgets and a single location. Through the partnership, filmmakers working with Cube X
Media are expected to be able to show their film on screen instead, with multiple locations, wardrobe changes, tone and brand moments,
in a fraction of the time and at a fraction of the cost of a traditional shoot. The goal is to help fund films, not to replace the people
who make them: a reel is designed to help a filmmaker raise the money to shoot the film with a full cast and crew.
Who No Camera Films is
No Camera Films produces photorealistic feature films, music videos, and
short films using AI in place of traditional cameras, crews, and sets. Its feature “Deep Frame”, which the studio describes
as the first photorealistic feature film rendered entirely through AI, premiered Feb. 10, 2026, in Culver City, Calif., with an original
studio-produced soundtrack. It was followed by private screenings in Berlin during the Berlin International Film Festival and in New York’s
Times Square before its release in May. The studio has also produced more than 100 short films.
No Camera Films was founded by Henning Morales, a former speaker and business
coach who moved into video streaming in 2006 and took a streaming company public, and co-founded by Lester Bailey, a 30-year veteran of
the Chicago Police Department who served on protective details for U.S. senators and presidents, and an author and podcaster. The studio
is part of Mindatorium, the parent company of Echos TV, a subscription streaming service for inspirational films and series launched in
2022 with hundreds of titles.
What’s next for No Camera Films
| ● | A second feature film, now roughly one-third complete. |
| | |
| ● | Proof-of-concept reels for independent filmmakers, offered through Cube X Media. |
| | |
| ● | Brands and executives on screen without a shoot. Because scenes are built from digital assets, brands can be integrated, and
executives can appear in a production, without shipping product or scheduling a traditional shoot. |
| | |
| ● | Placements that can change after release. AI production allows scenes to be updated after a film is finished, so that the drink
a character orders in a Los Angeles nightclub scene could feature a different brand later in the film’s life. |
| | |
| ● | A growing library and audience on Echos TV. |
Why the investment is strategic
| ● | Ownership in a leading-edge AI studio. Cube X Media takes an equity position in a studio that has already completed and premiered
an AI feature film, rather than just licensing a tool. |
| | |
| ● | A faster, lower-cost path to funding for filmmakers. Proof-of-concept reels are designed to help Cube X Media filmmakers raise
money by showing investors the film instead of describing it. |
| | |
| ● | New opportunities for brand partners. AI-produced scenes are expected to open placement options that traditional production
can’t offer, including placements that can be updated after release. |
| | |
| ● | A content engine for Cube X Media’s channels. Cube X Media plans to feature No Camera Films’ work across its social
channels. |
| | |
| ● | A step toward distribution. Cube X Media plans to work with Echos TV as a distribution outlet for projects in its pipeline. |
Building an ecosystem for independent film
The investment is the first under Cube X Media’s strategy, announced
November 5, to invest in, promote and help fund independent films. Cube X Media is building an ecosystem in which independent filmmakers
can raise money, visualize their projects, attract brand partners, and reach audiences, with each partner adding a piece. Cube X Media
leads investment, marketing, and promotion. No Camera Films brings AI production. Echos TV is expected to provide a distribution outlet.
The Company intends to pursue additional strategic investments and partnerships that strengthen the ecosystem.
“Every independent filmmaker knows the moment an investor says, ‘I
just can’t see it.’ No Camera Films lets us answer that with picture instead of paper. This investment gives us a stake in
a studio at the leading edge of AI filmmaking and puts its tools to work for the filmmakers in the Cube X Media ecosystem, from the first
pitch to the brand partners to the audience,” said Minh Collins, Chief Executive Officer and Chairman of GBT Technologies Inc.
“We built No Camera Films to prove AI can deliver cinema-quality
storytelling. With Cube X Media, we can put that capability in the hands of independent filmmakers when it matters most, while they’re
raising the money to make their film, and keep building an audience for everything we make next,” said Henning Morales, Founder,
No Camera Films.
Examples of proof-of-concept reels are expected to be featured at gbttechinc.com
in the coming weeks.
Follow Cube X Media on Instagram (@cubex.media), X (@cubex_media) and TikTok
(@cubex.media).
About GBT Technologies Inc.
GBT Technologies Inc. (OTC PINK: GTCH) is a development-stage technology
company focused on the research and development of artificial intelligence (AI), Internet of Things (IoT), and intelligent platform technologies.
The Company’s initiatives span integrated system architectures, predictive analytics, sensor-based platforms, and other emerging
technologies intended to support scalable commercial applications. GBT Technologies pursues growth through internal development and strategic
subsidiary initiatives.
About Cube X Media Corporation
Cube X Media Corporation is a wholly-owned subsidiary of GBT Technologies
Inc., focused on investing in, promoting, and supporting fundraising for independent films, along with content creation, digital advertising,
vertical content series, and original short-form and cinematic media. Learn more at gbttechinc.com.
About No Camera Films
No Camera Films is an AI film production studio that creates photorealistic
feature films, music videos, and short films without traditional cameras, crews, or sets. The studio produced “Deep Frame”,
which it describes as the first photorealistic feature film rendered entirely through AI, and has produced more than 100 short films.
No Camera Films is part of Mindatorium, the parent company of the Echos TV streaming service.
Forward-Looking Statements
This press release contains forward-looking statements, including statements
regarding the Company’s investment in and partnership with No Camera Films, the intended availability, capabilities, cost, and benefits
of AI-produced proof-of-concept reels and brand placements, the planned content, distribution, and promotional activities of Cube X Media,
its planned partnerships and ecosystem, and the Company’s film and entertainment strategy. Words such as “intends,”
“plans,” “expects,” “designed to,” “may,” “will,” and similar expressions
identify forward-looking statements. These statements are subject to risks and uncertainties that could cause actual results to differ
materially, including the performance of No Camera Films and its technology, demand from filmmakers and brands, the evolving legal, regulatory,
and industry treatment of AI-generated content, competition, the Company’s ability to realize value from its investment, the availability
of capital, and the other risks described in the Company’s filings with the U.S. Securities and Exchange Commission. Statements
about No Camera Films are based on information provided by No Camera Films. Forward-looking statements speak only as of the date of this
release, and the Company undertakes no obligation to update them except as required by law.
Media Contact:
Richard Taw, Chief Marketing Officer, Cube X Media
info@gbttechinc.com
###
EXHIBIT 99.2
GBT Technologies Taps Sundance Producer Thomas Hartmann and Branded-Entertainment
Veteran Richard Taw to Lead Cube X Media, Its Independent Film Venture
Woodland Hills company builds a team of working filmmakers and marketers
to help independent films get funded, made, and seen
WOODLAND HILLS, Calif., Nov. 5, 2026 – GBT Technologies Inc. (OTC
PINK: GTCH) (“GBT Technologies Inc.” or the “Company”) today announced the expansion of its executive team under
Chief Executive Officer and Chairman Minh Collins, with the appointment of Richard Taw as Chief Marketing Officer and a member of the
Board of Directors of the Company and Thomas Hartmann as Vice President of Film Development and Production of Cube X Media Corporation
(“Cube X Media”), the Company’s wholly-owned subsidiary, that the expanded team is expected to lead, through which the
Company intends to invest in, promote and support fundraising for independent films and entertainment content.
Cube X Media is designed around a repeatable approach to independent film
funding and production.
The Company plans to take positions in select film projects. It also plans
to help productions present their vision to funders with AI-assisted creative tools, and to support audience building through digital
and social channels.
Their backgrounds and contact information follow.
Richard Taw, Chief Marketing Officer and Member of the Board of Directors
– Taw brings more than 30 years in marketing, advertising and media sales, including entertainment marketing and brand partnerships.
He began his career at Chiat/Day on the Nissan account, co-founded Access Media, a media representation firm serving approximately 20
media brands across the western United States, and recently served as Chief Revenue Officer of Hollywood Branded, an entertainment marketing
and brand integration agency. Contact: richard@gbttechinc.com
Thomas Hartmann, Vice President of Film Development and Production of
Cube X Media – Hartmann is a Los Angeles-based independent film and television producer, a member of the Producers Guild of
America and represented by United Talent Agency (UTA). He produced “Hal & Harper”, created by Cooper Raiff and starring
Mark Ruffalo and Lili Reinhart, which premiered at the 2025 Sundance Film Festival and was released by MUBI. His slate includes THICK,
CLANG, MID-20s and AMERICAN CANDY. Through Unfold, he also produces commercials, branded content, and entertainment campaigns for clients
including Netflix Games, Amazon Music, Rakuten Viki, SEGA and ATLUS. He holds an MFA in Producing from the American Film Institute Conservatory.
Contact: thomas@gbttechinc.com
Led by CEO Minh Collins – Taw and Hartmann join the executive
team of Minh Collins, GBT’s Chief Executive Officer and Chairman. Collins is a filmmaker whose directing credits include “Qualifying”
(Nu Boyana Studios and Millennium Media), “Clown Fear” (Lionsgate) and “Hit List,” and he is CEO of 24 Collins
Studios, LLC and founder of the Hollywood Florida Film Festival.
“Independent filmmakers have more ways than ever to make a great
film, and it has never been harder to get one funded and seen. Cube X Media is designed to help change that, and the right people are
what make it work. Richard brings decades of marketing and branded entertainment experience, and Thomas brings the production depth to
help projects move from pitch to screen. I’m excited to have them on the team as we start building,” said Minh Collins, Chief
Executive Officer and Chairman of GBT Technologies Inc.
“Too many great independent films never find their funding or their
audience because the marketing shows up too late. I’ve spent my career connecting brands, media, and entertainment, and Cube X Media
is where we put that experience to work for filmmakers, from the first pitch to the premiere. We invite filmmakers, film fans, and brand
partners to follow along as we build,” said Richard Taw, Chief Marketing Officer.
Cube X Media’s website, gbttechinc.com, is now live in preview, with
examples of the studio’s work, including AI-produced proof-of-concept reels, expected to be added in the coming weeks. Follow Cube
X Media on Instagram (@cubex.media), X (@cubex_media) and TikTok (@cubex.media).
About GBT Technologies Inc.
GBT Technologies Inc. (OTC PINK: GTCH) is a development-stage technology
company focused on the research and development of artificial intelligence (AI), Internet of Things (IoT), and intelligent platform technologies.
The Company’s initiatives span integrated system architectures, predictive analytics, sensor-based platforms, and other emerging
technologies intended to support scalable commercial applications. GBT Technologies pursues growth through internal development and strategic
subsidiary initiatives.
About Cube X Media Corporation
Cube X Media Corporation is a wholly owned subsidiary of GBT Technologies
Inc., focused on investing in, promoting and supporting fundraising for independent films, along with content creation, digital advertising,
vertical content series, and original short-form and cinematic media. Learn more at gbttechinc.com.
Forward-Looking Statements
This press release contains forward-looking statements, including statements
regarding the Company’s plans for Cube X Media, its intended investments in and promotion of film and entertainment projects, and
its leadership team. Words such as “intends,” “plans,” “expects,” “may,” “will,”
“designed to,” and similar expressions identify forward-looking statements. These statements are based on current expectations
and are subject to risks and uncertainties that could cause actual results to differ materially, including the Company’s ability
to identify, finance, and complete film investments, market acceptance of its model, competition, reliance on key personnel and third
parties, the availability of capital, and the other risks described in the Company’s filings with the U.S. Securities and Exchange
Commission. Forward-looking statements speak only as of the date of this release, and the Company undertakes no obligation to update them
except as required by law.
Media Contact:
Richard Taw, Chief Marketing Officer, Cube X Media
info@gbttechinc.com
###
