UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
| |
FORM
12b-25 |
SEC
FILE NUMBER |
| |
|
000-25668
|
| |
NOTIFICATION
OF LATE FILING |
CUSIP
NUMBER |
| |
|
378949101 |
| (Check
one): | | ☒
Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐
Form N-SAR |
| | ☐
Form N-CSR |
For
Period Ended: June 30, 2026
| ☐ | Transition
Report on Form 10-K |
| ☐ | Transition
Report on Form 20-F |
| ☐ | Transition
Report on Form 11-K |
| ☐ | Transition
Report on Form 10-Q |
| ☐ | Transition
Report on Form N-SAR |
For
the Transition Period Ended: __________________________
| Read
Instruction (on back page) Before Preparing Form. Please Print or Type. |
| Nothing
in this form shall be construed to imply that the Commission has verified any information contained herein. |
If
the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates: Not applicable.
PART
I - REGISTRANT INFORMATION
Global
Technologies, Ltd
Full
Name of Registrant
N/A
Former
Name if Applicable
806
Green Valley Road, Suite 200
Address
of Principal Executive Office (Street and Number)
Greensboro,
North Carolina 27408
City,
State and Zip Code
PART
II - RULES 12b-25(b) AND (c)
If
the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b),
the following should be completed. (Check box if appropriate)
☐ (a) The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
☐ (b) The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
☐ (c) The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.
PART
III - NARRATIVE
State
below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not
be filed within the prescribed time period.
Global
Technologies, Ltd (the “Registrant”) was unable, without unreasonable effort or expense, to file its Annual Report on Form
10-K for the fiscal year ended June 30, 2026 (the “Annual Report”) by the September 28, 2026 filing deadline applicable to
smaller reporting companies.
The
Registrant requires additional time to complete its year-end closing and consolidation procedures for the Registrant and its wholly owned
subsidiaries, including the reconciliation of certain accrued liabilities and intercompany accounts and the fair value measurement of
its derivative liability as of June 30, 2026. In addition, the Registrant has not yet engaged an independent registered public accounting
firm to audit its consolidated financial statements for the fiscal year ended June 30, 2026.
As
a result, the Registrant does not currently anticipate that it will be able to file the Annual Report within the fifteen-calendar-day
extension period provided under Rule 12b-25. The Registrant is continuing to work to complete the financial statements and related disclosures
required for the Annual Report.
Forward-Looking
Statements: This Form 12b-25 contains forward-looking statements, including statements regarding the timing of the filing of the Annual
Report and the Registrant’s anticipated results of operations. These statements are based on current expectations and are subject
to risks and uncertainties, including the completion of the Registrant’s year-end closing procedures and the engagement of, and
audit by, an independent registered public accounting firm, that could cause actual results or timing to differ materially. The Registrant
undertakes no obligation to update these statements except as required by law.
PART
IV - OTHER INFORMATION
(1)
Name and telephone number of person to contact in regard to this notification
| H.
Wyatt Flippen |
|
(336) |
|
740-9017 |
| (Name) |
|
(Area
Code) |
|
(Telephone
Number) |
(2)
Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment
Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s)
been filed ? If answer is no, identify report(s). Yes ☒ No ☐
(3)
Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject report or portion thereof? Yes ☒ No ☐
If
so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why
a reasonable estimate of the results cannot be made.
Explanation
of Anticipated Change
The
Registrant anticipates that its results of operations for the fiscal year ended June 30, 2026 will reflect a significant decrease in
reported revenue compared to the fiscal year ended June 30, 2025. The decrease results primarily from a change in the Registrant’s
business mix and in how the revenue of its current operations is presented.
For
the fiscal year ended June 30, 2025, the Registrant reported revenue of $3,139,008, less shared revenue of $2,093,337, resulting in net
revenue of $1,045,671. That revenue was generated primarily by the Registrant’s subsidiary 10 Fold Services, LLC, which reported
the gross amount billed for its GLP-1-based product procurement activities as revenue and deducted the portion paid to its supplier as
shared revenue. Those contracts concluded in June 2025 following changes in FDA regulations and the expiration of the GLP-1 shortage
allowance, and 10 Fold Services, LLC is currently inactive.
During
fiscal 2026, the Registrant’s revenue was generated primarily by its subsidiaries Primecare Supply, LLC and GTLL Advisory Group,
LLC. In connection with the review of the Registrant’s fiscal 2026 interim financial statements, management, in consultation with
the Registrant’s independent registered public accounting firm, determined that Primecare Supply, LLC acts as an agent in facilitating
transactions between licensed pharmaceutical manufacturers and medical clinics. Accordingly, Primecare Supply, LLC recognizes revenue
on a net basis, reflecting only the fees and margin it earns, rather than the gross amount of the underlying transactions.
On
a comparable basis, the Registrant anticipates net revenue for fiscal 2026 of approximately $0.4 million to $0.5 million, compared to
net revenue of $1,045,671 for fiscal 2025, and revenue before shared revenue of approximately $0.8 million, compared to $3,139,008 for
fiscal 2025. As previously reported, for the nine months ended March 31, 2026 the Registrant recorded revenue of $642,822, net revenue
of $325,507 and a net loss of $170,524.
Because
the Registrant’s year-end closing procedures, including the fair value remeasurement of its derivative liability, have not been
completed and its financial statements for the fiscal year ended June 30, 2026 have not been audited, the Registrant cannot at this time
reasonably estimate its net income or loss for the fiscal year ended June 30, 2026. The information above is preliminary, unaudited and
subject to change upon completion of the Registrant’s year-end closing procedures and the audit of its financial statements.
Global
Technologies, Ltd
(Name
of Registrant as Specified in Charter)
has
caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: |
September
29, 2026 |
|
By: |
/s/
H. Wyatt Flippen |
| |
|
|
Name: |
H.
Wyatt Flippen |
| |
|
|
Title: |
Chief
Executive Officer |
ATTENTION:
Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).
