Global Technologies (OTC: GTLL) adds Series R preferred, JV LOI and new director
Rhea-AI Filing Summary
Global Technologies, LTD outlined a restructuring-focused strategy combining new governance tools, a strategic partnership plan, and operating progress. The company signed a binding letter of intent with FORCARA, LLC to create an interim joint venture and revenue-sharing arrangement, including a $12,500 per month management fee and a 50/50 split of EBITDA or net operating profit. Any final acquisition or merger remains subject to due diligence, definitive agreements, and Board approval, with no assurance of completion.
The Board issued three shares of Series K Super Voting Preferred Stock to CEO H. Wyatt Flippen to support governance continuity and approved a new Series R Preferred Stock designation authorizing 250,000 shares for compensation, strategic transactions, and capital-structure planning. William “Bill” Norton joined the Board with an amended executive and board agreement at the parent level.
In its Form 10-Q for the nine months ended March 31, 2026, the company reported $642,822 in revenue and $38,178 in cash and cash equivalents. Primecare Supply, LLC generated approximately $404,625 in gross product sales and $71,581 in net revenue, reflecting a net revenue recognition model. Since October 2025, GTLL has opened relationships with more than 150 cash-pay clinics and over 20 other small businesses while developing advisory services and AI-enabled tools to deepen client relationships despite ongoing working capital constraints.
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8-K Event Classification
Key Figures
Key Terms
Binding Letter of Intent financial
Series K Super Voting Preferred Stock financial
Series R Preferred Stock financial
Regulation FD Disclosure regulatory
cash-pay clinics financial
AI-enabled software tools technical
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Item 1.01 Entry into a Material Definitive Agreement.
On June 8, 2026, Global Technologies, LTD, a Delaware corporation (the “Company”), entered into a Binding Letter of Intent with FORCARA, LLC (“FORCARA”), a business development and advisory platform focused on supporting automotive repair businesses and related small business operators.
The Binding Letter of Intent establishes a framework pursuant to which the Company and FORCARA intend to begin an immediate strategic business relationship and work toward the completion of a definitive transaction pursuant to which FORCARA would become part of the Company’s operating platform. The Binding Letter of Intent provides for an interim joint venture and revenue-sharing arrangement, including weekly revenue reporting by FORCARA, strategic support by the Company, a management fee payable or accruable to the Company equal to $12,500 per month, prorated from the effective date, and a 50/50 sharing of EBITDA or net operating profit after direct costs and approved operating expenses, unless otherwise modified in definitive agreements.
The Binding Letter of Intent is binding with respect to certain interim and procedural provisions, including the immediate strategic relationship, interim revenue sharing and joint venture bridge arrangement, exclusivity, confidentiality, good-faith negotiation, due diligence cooperation, closing target, use of revenue and operating information, and certain other customary provisions. The final acquisition, merger, unit exchange, preferred equity issuance, conversion mechanics, and subsidiary integration remain subject to due diligence, negotiation and execution of definitive agreements, Board approval, satisfaction of closing conditions, and other applicable corporate, legal, accounting, and securities compliance considerations. There can be no assurance that the parties will enter into definitive agreements or that any proposed transaction will be completed.
The foregoing description of the Binding Letter of Intent does not purport to be complete and is qualified in its entirety by reference to the full text of the Binding Letter of Intent, a copy of which is filed as Exhibit 10.2 to this Current Report on Form 8-K and incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities.
On June 4, 2026, the Board of Directors of Global Technologies, LTD, a Delaware corporation (the “Company”), approved the issuance of three shares of the Company’s Series K Super Voting Preferred Stock to H. Wyatt Flippen, the Company’s Chief Executive Officer and Chairman of the Board.
The issuance was approved by unanimous written consent of the Board of Directors and was made in connection with the Company’s ongoing governance alignment, operational restructuring, and long-term strategic oversight initiatives. The shares were issued in a transaction exempt from registration under the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) thereof and/or Rule 506 of Regulation D promulgated thereunder, as a transaction not involving a public offering.
The Series K Super Voting Preferred Stock carries voting rights as set forth in the applicable certificate of designation previously filed with, or to be filed with, the Delaware Secretary of State, and is intended to support governance continuity during the Company’s restructuring and growth initiatives.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 4, 2026, the Board of Directors of the Company appointed William “Bill” Norton to serve as a member of the Company’s Board of Directors, effective immediately.
Mr. Norton currently serves in a leadership role with GTLL Advisory Group, LLC, a wholly owned operating subsidiary of the Company, and has been actively involved in the Company’s small business advisory, operational consulting, and strategic growth initiatives. The Board determined that Mr. Norton’s experience in business development, advisory services, operational consulting, and client relationship management supports the Company’s current strategy of building a more disciplined multi-subsidiary operating platform.
In connection with Mr. Norton’s appointment, the Company entered into an amended and restated executive and board member agreement with Mr. Norton at the parent-company level. The amended agreement is intended to simplify compensation administration through Global Technologies, LTD while continuing Mr. Norton’s leadership responsibilities for GTLL Advisory Group, LLC and other Board-approved strategic initiatives.
The material terms of Mr. Norton’s amended agreement include compensation payable by the Company, rather than solely by GTLL Advisory Group, LLC, and may include cash compensation, performance-based compensation, equity-based compensation, expense reimbursement, and other terms approved by the Board. The Company expects to further refine certain equity compensation components in connection with its newly designated Series R Preferred Stock structure and future Board-approved compensation plans.
There are no family relationships between Mr. Norton and any director or executive officer of the Company. Except as disclosed herein, Mr. Norton has not been a party to any transaction requiring disclosure pursuant to Item 404(a) of Regulation S-K.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On June 4, 2026, the Board of Directors of the Company approved the form of Certificate of Designation for a new series of preferred stock, designated as Series R Preferred Stock, and authorized the Company to file the Certificate of Designation with the Delaware Secretary of State.
The Series R Preferred Stock designation authorizes 250,000 shares and is intended to provide the Company with a cleaner and more flexible preferred equity structure for management alignment, compensation planning, strategic transactions, settlement arrangements, and other Board-approved corporate purposes.
The Series R Preferred Stock includes defined voting, conversion, transfer, and administrative provisions, together with protections intended to support future capital structure planning and orderly treatment in connection with potential capitalization adjustments, restructuring transactions, or future liquidity-related events.
A copy of the approved form of Certificate of Designation is filed herewith as Exhibit 3.1 and is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On June 9, 2026, the Company issued a press release announcing the filing of its Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, recent Board actions, governance updates, the adoption of a new Series R Preferred Stock designation, the issuance of Series K Super Voting Preferred Stock, the appointment of William “Bill” Norton to the Company’s Board of Directors, and the Company’s entry into a Binding Letter of Intent with FORCARA, LLC.
The press release also discusses the Company’s continued repositioning from its prior holding-company and wholesale-oriented operating model into a more disciplined operating platform focused on relationship-driven growth, product procurement, small business advisory, and technology-enabled services. Since October 2025, the Company, through its operating subsidiaries, has opened relationships with more than 150 cash-pay clinics and more than 20 small businesses across other industries.
A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information contained in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing, except as expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 3.1 | Certificate of Designation of Series R Preferred Stock | |
| 10.1 | Amended and Restated Executive and Board Member Agreement with William Norton | |
| 10.2 | Binding Letter of Intent, dated June 8, 2026, by and between Global Technologies, LTD and FORCARA, LLC | |
| 99.1 | Press release dated June 9, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
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.
GLOBAL TECHNOLOGIES, LTD (Registrant) | |
| Date: June 9, 2026 | /s/ H. Wyatt Flippen |
| H. Wyatt Flippen | |
| CEO & Chairman |
Exhibit 99.1
Global Technologies, LTD Announces Quarterly Filing, Board Expansion, Governance Updates, Strategic Letter of Intent, and Third Quarter Operating Progress
GREENSBORO, N.C., June 9, 2026 — Global Technologies, LTD (OTC Pink: GTLL) today announced a series of corporate updates following the filing of its Quarterly Report on Form 10-Q for the period ended March 31, 2026 and recent Board actions intended to support the Company’s ongoing restructuring, governance alignment, and strategic growth plan.
On June 3, 2026, GTLL filed its Quarterly Report on Form 10-Q for the quarter ended March 31, 2026. In that filing, the Company reported revenue of $642,822 for the nine months ended March 31, 2026 and cash and cash equivalents of $38,178 as of March 31, 2026. The filing reflects the Company’s current operating focus through Primecare Supply, LLC and GTLL Advisory Group, LLC as management continues to build a more disciplined multi-subsidiary operating platform.
During the quarter ended March 31, 2026, management continued to reposition GTLL from its prior holding-company and wholesale-oriented operating model into a more disciplined operating platform focused on relationship-driven growth in the cash-pay clinic, product procurement, small business advisory, and technology-enabled services markets. Following the Company’s earlier 10 Fold Services, LLC wholesale operations and industry changes impacting the peptide and cash-pay clinic sectors, management has worked to refocus and restructure the Company’s operating subsidiaries while strengthening accounting, reporting, compliance, and internal business practices. Since October 2025, the Company, through its operating subsidiaries, has opened relationships with more than 150 cash-pay clinics and more than 20 small businesses across other industries. Management believes these relationships provide the foundation for a broader revenue model that may include product procurement, advisory services, operational support, and AI-enabled software tools designed to help clients manage and grow their businesses more effectively.
Primecare Supply, LLC continued to expand its product procurement activities during the quarter ended March 31, 2026. For the quarter, Primecare procured approximately $404,625 in gross product sales, which translated into approximately $71,581 in net revenue recognized by the Company. In recent reporting periods, Global, in consultation with its auditor, adjusted its revenue recognition model to reflect net revenues instead of gross revenues (sales) due to the Company’s singular role in the procurement process. While the Company’s current revenue model differs from prior periods that included wholesale channel sales, management believes Primecare has rebounded from the wind-down of those activities and is building a more disciplined, relationship-driven procurement platform. Although ordering patterns are not yet linear and month-to-month activity may fluctuate, management believes the Company is developing key operational learnings related to clinic onboarding, account management, sales training, vendor coordination, pricing discipline, and repeat purchasing activity.
GTLL Advisory Group, LLC has also taken a more active role in supporting Primecare’s relationship expansion while continuing to market advisory services to clients in other industries. Management believes the Advisory group is beginning to demonstrate a more stable revenue opportunity by helping small business owners evaluate operations, procurement processes, sales systems, financial visibility, and growth planning. The Company expects this advisory-led approach to continue supporting client retention, cross-selling opportunities, and deeper relationship development across the GTLL platform.
In addition, GTLL has continued to evaluate and experiment with AI-driven aggregation tools, software applications, and workflow solutions intended to support both internal sales and operations teams and external client relationships. The Company’s objective is not to rely on a single speculative technology concept, but rather to build practical tools that can improve efficiency, strengthen client service, and create additional opportunities to expand revenue per client over time.
Management believes the Company’s progress during the quarter reflects continued investment in the core elements needed to support growth, including relationship development, marketing systems, sales training, human resources, operating processes, and technology-enabled service delivery. While GTLL remains undercapitalized and continues to face working capital constraints that may limit the pace of certain corporate initiatives, including potential improvements to its trading platform and capital structure, the Company intends to continue planning for capital resources that can support future-facing initiatives and long-term stakeholder value.
As part of these efforts, GTLL has appointed William “Bill” Norton to its Board of Directors. In connection with that appointment, the Company entered into an amended and restated executive and board member agreement with Mr. Norton at the parent-company level, Global Technologies, LTD. The amended agreement is intended to simplify compensation administration at the parent level while continuing Mr. Norton’s leadership responsibilities for GTLL Advisory Group, LLC and related Board-approved strategic initiatives.
GTLL also approved the issuance of three shares of Series K Super Voting Preferred Stock to H. Wyatt Flippen, the Company’s Chief Executive Officer and Chairman, pursuant to Board action intended to support governance continuity and long-term strategic oversight during the Company’s current operational restructuring.
In addition, the Company has adopted a new Series R Preferred Stock designation intended to provide GTLL with a cleaner and more flexible preferred equity structure for management alignment, compensation planning, strategic transactions, and other approved corporate purposes. The new Series R structure authorizes 250,000 shares and includes defined voting, conversion, transfer, and administrative provisions, along with protections intended to support future capital structure planning and orderly treatment in connection with potential cap table adjustments or future liquidity-related events.
GTLL further announced that it has entered into a Binding Letter of Intent regarding FORCARA, which, if completed, would expand the Company’s subsidiary and operating platform strategy. The proposed transaction remains subject to further diligence, negotiation of definitive documentation, Board approval, and satisfaction of customary closing conditions. At this time, there can be no assurance that a final transaction will be completed.
“We have taken a business that required significant rebuilding and have begun creating a more focused, relationship-driven operating platform,” said H. Wyatt Flippen, Chief Executive Officer and Chairman of GTLL. “Our goal is to build durable client relationships first, then expand revenue opportunities through procurement, advisory services, operational support, and practical AI-enabled tools that can help our clients run better businesses. We are not trying to present GTLL as a speculative, explosive-growth story built around a single idea. We are building a relationship company, investing in systems, training, sales resources, and technology, and working to expand revenue per client over time. We remain undercapitalized and continue to manage real-world working capital constraints, but we believe the foundation we are building can support continued growth and the long-term revenue objectives we previously established.”
The Company expects to file a corresponding Current Report on Form 8-K summarizing these recent corporate events. The filing is expected to be made today, with the applicable event dates reflecting the prior day for the relevant unanimous written consents and Mr. Norton’s Board appointment.
Forward-Looking Statements:
Statements made in this press release that express the Company or management’s intentions, plans, beliefs, expectations or predictions of future events are forward-looking statements. The words “believe,” “expect,” “intend,” “estimate,” “anticipate,” “will,” “may,” “plan,” “continue,” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Forward-looking statements in this release include, without limitation, statements regarding the Company’s operating strategy, client relationship expansion, future revenue opportunities, growth objectives, AI-related initiatives, capital structure planning, potential strategic transactions, and expectations regarding future filings or corporate actions. These statements are based on many assumptions and are subject to many known and unknown risks, uncertainties, and other factors that could cause the Company’s actual activities, results, performance, or achievements to differ materially from those anticipated or projected. The Company cannot guarantee future financial results, levels of activity, performance, achievements, future revenues, capital resources, transaction outcomes, trading platform improvements, or stock price performance, and investors should not place undue reliance on forward-looking statements. The forward-looking statements contained herein represent the judgment of the Company as of the date of this release, and the Company expressly disclaims any intent, obligation, or undertaking to update or revise such forward-looking statements except as required by applicable law.
Investor Contact:
Ed Capko
Director of Investor Relations
Ed@GTLGroup.io
815-942-4645 (o)
FAQ
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Filing Exhibits & Attachments
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