Announcement • Dec 03
GlobalTech Corporation (OTCPK:GLTK) entered into a definitive purchase agreement to acquire a 51% stake in Moda in Pelle.
GlobalTech Corporation (OTCPK:GLTK) entered into a definitive purchase agreement to acquire a 51% stake in Moda in Pelle on November 24, 2025. Pursuant to the Exchange Agreement, the Shareholders agreed to exchange 51% of the outstanding securities of Moda in Pelle with GlobalTech in consideration for the following, issuable pro rata with each Shareholder’s ownership of Moda in Pelle: (i) 82,800 shares of newly designated shares of Series A Convertible Preferred Stock of GlobalTech at closing (ii) 750,000 shares of GlobalTech’s common stock at closing (iii) up to an additional 9,200 shares of Series A Preferred Stock, issuable by GlobalTech within seven days after the one-year anniversary of the Exchange if, and only if, the Shareholders have not defaulted in, or breached, any of their obligations, covenants or representations under the Exchange Agreement or the Shareholders Agreement; and (iv) the right to earn additional consideration of up to $1 million in the event that both (a) the total EBITDA of Moda in Pelle in the fiscal year ended December 31, 2026 is equal to or greater than £2.5 million; and (b) the total net profit of Moda in Pelle in the fiscal year ended December 31, 2026 is equal to or greater than £1 million, based on the financial statements of Moda in Pelle provided to GlobalTech by February 28, 2027. The Earnout Consideration may be paid, at GlobalTech’s option, in cash or shares of Company common stock, with the total number of shares of Company common stock issuable to the Shareholders equal to the total amount of Earnout Consideration divided by the average closing price of GlobalTech’s common stock on the last five trading days of calendar 2026, rounded up to the nearest whole share.
The closing of the transaction contemplated by this Agreement shall occur automatically, and without any further required action from any Party, upon the satisfaction of the Closing Conditions (i) The Directors of GlobalTech shall have approved the transactions contemplated by this Agreement and the issuance of GlobalTech Securities; (ii) Moda in Pelle Shareholders shall surrender the certificates evidencing 51% of the securities of Moda in Pelle, duly endorsed with stock powers or notarized signatures of the holders thereof so as to make GlobalTech the sole owner thereof; (iii) GlobalTech having issued to the Moda in Pelle Shareholders the Closing Company Securities; (iv) Moda in Pelle shall supply GlobalTech with Minutes of the Directors of Moda in Pelle approving and consenting to this Agreement and the transactions contemplated herein; (v) Moda in Pelle shall have delivered documentation and agreements relating to and evidencing the assets of Moda in Pelle and the Intellectual Property, to GlobalTech, in such form as reasonably requested by GlobalTech, and all corporate records of Moda in Pelle and its subsidiaries, if any; (vi) The Parties shall have delivered all officers certificates, Schedules, exhibits and other documentation and information required pursuant to the terms and conditions of this Agreement; (vii) The Moda in Pelle Shareholders shall have delivered to GlobalTech an executed copy of the Shareholders Agreement, Voting Agreement and Lock-Up Agreement, each executed by each Moda in Pelle Shareholder; (viii) The Moda in Pelle Shareholders shall have taken steps so that the Moda in Pelle’ board of directors has five members at Closing. The Moda in Pelle Shareholders shall, in accordance with applicable law, see that three (3) vacancies are created in the Moda in Pelle’ board of directors, which shall comprise of five (5) members as at Closing, and that such vacancies are promptly filled by appointment of three nominees of GlobalTech, along with one of GlobalTech’s nominees simultaneously being appointed as chairman of the Moda in Pelle’ board of directors, with nominees of the Moda in Pelle Shareholders continuing to occupy the remaining two positions on such board of directors beyond Closing. GlobalTech anticipates the closing of the Exchange occurring on or about December 10, 2025 or the date of such closing, as applicable.
The Loev Law Firm, PC acted as legal advisor to GlobalTech Corporation in the transaction.
