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8-K - CURRENT REPORT - TPT GLOBAL TECH, INC. | tptw_8k.htm |
EX-99.1 - PRESS RELEASE DATED JUNE 11, 2020 - TPT GLOBAL TECH, INC. | tptw_ex991.htm |
EX-10.1 - AGREEMENT AND PLAN OF MERGER - TPT GLOBAL TECH, INC. | tptw_ex101.htm |
Exhibit 99.2
TPT GLOBAL TECH ENTERS INTO AN AGREEMENT WITH RENNOVA HEALTH TO
MERGE ITS SOFTWARE AND GENETICS DIVISIONS INTO A NEW PUBLIC COMPANY
AND FILES 8K
The Merger of Health Technology Solutions, Inc. and Advanced
Molecular Services Group, Inc with TPTW’s newly formed
subsidiary will strengthen TPT Global Tech’s Telemedicine
Expansion
San
Diego, CA June 12, 2020, TPT Global Tech, Inc.
("TPTW, the Company or TPT Global Tech") (OTCBB:
TPTW) announced today it
filed its 8k and updated its previously June 11 2020 press release
that TPT Global Tech entered into an agreement with Rennova Health,
Inc. (“Rennova Health”) to merge Rennova
Health’s software and genetic testing interpretation
divisions, Health Technology Solutions, Inc. (“HTS”)
and Advanced Molecular Services Group, Inc., (“AMSG”)
into a public company (target) after TPTW completes a merger of its
wholly owned subsidiary, InnovaQor, Inc. with this target.
The
parties anticipate the steps as defined in the agreement to be
completed in the 3rd quarter resulting
in the target public company being called InnovaQor, Inc. and
filing whatever documents are required to be a fully reporting
public company. The public company (“InnovaQor”) will
own certain assets and technology from TPTW’s proprietary
live streaming communication technology and the technology and
software developed and owned by HTS and AMSG. The combination of
these fully developed assets will facilitate the creation of a next
generation telehealth type platform. This platform will combine
telehealth with EHR like capabilities and facilitate a
patient’s immediate access to healthcare including their
local hospital or doctors, for initial consultation, scheduling of
appointments and follow on care.
Completion
of the agreement is subject to a number of approvals and consents
which need to be secured to complete the transaction. Subject to
the relevant SEC approvals it is intended that TPTW shareholders
will receive approximately 5M common shares in InnovaQor.
TPTW’s intent is to distribute 2.5M of these common shares to its shareholders
at a date to be determined in the future. Rennova Health
will receive 1M Class A
Supermajority Voting Preferred Shares, as well as 2.2M of Series B
non-voting shares, except in certain circumstances, with certain
designation rights, lock up agreements and other specifications as
outlined in the agreement in return for the equity in HTS and AMSG.
All debts and liabilities of HTS and AMSG owed to Rennova Health of
approximately $22M will be eliminated as part of the equity
issuance in InnovoQor. TPTW will end up with a minority
interest in InnovaQor. Rennova Health will be responsible to
appoint management to the project. It is intended that 1M common
shares will vest to management. There can be no assurance that the
transaction as described will close successfully or that terms
including numbers or values for consideration shares will not
change significantly before closing
TPTW will deliver to InnovaQor a standalone backend and front-end
telemedicine technology platform utilizing code from TPTW’s
TV and Social Media Platform. TPTW is also to grant to InnovaQor a
license to utilize and further develop a portion of TPTW’s
Streaming Platform to create a telemedicine application for
InnovaQor. This is estimated to cost approximately
$3.5M, which InnovaQor will pay to TPTW
as licensing deal outlined in the
agreement.
Rennova
Health is a vertically integrated health care provider that owns
and operates three hospitals and a physician’s office in
Tennessee and a rural clinic in Kentucky. RNI has developed a
number of software products for the healthcare sector including lab
ordering and reporting software, lab information services software
and integration capabilities, electronic healthcare records
software and has the ability to provide medical billing services
and data analysis capabilities and dashboards for easy use by
customers. RNI also owns technology for the interpretation of
cancer diagnostics and pharmacogenomics.
"We are
very much looking forward to working with RNI in creating a new
joint venture in which both TPTW’s strengths and that of RNI
can be capitalized on. We strongly believe that Telemedicine is the
way of the future especially in rural America and in less developed
countries. We believe the transaction with RNI positions us to add
a Telemedicine component to our upcoming Mobile TV and Social Media
platform which we believe will truly be something special. As a New
Generation Technology company it is important for TPT Global Tech
to continue to diversify our portfolio of companies at the same
time open up new markets and distribution channels to continue to
expand our reach to deliver our Telecom, Media, Medical, SaaS and
Smartphone technology platforms in the United States and
Internationally. ” said Stephen Thomas CEO..
About TPT Global Tech
TPT Global Tech Inc. (TPTW)
based in San Diego, California, is a technology-based company with
divisions providing telecommunications, medical technology and
product distribution, media content for domestic and international
syndication as well as technology solutions. TPT Global Tech offers
Software as a Service (SaaS), Technology Platform as a Service
(PAAS), Cloud-based Unified Communication as a Service (UCaaS). It
offers carrier-grade performance and support for businesses over
its private IP MPLS fiber and wireless network in the United
States. TPT's cloud-based UCaaS services allow businesses of any
size to enjoy all the latest voice, data, media and collaboration
features in today's global technology markets. TPT Global Tech also
operates as a Master Distributor for Nationwide Mobile Virtual
Network Operators (MVNO) and Independent Sales Organization (ISO)
as a Master Distributor for Pre-Paid Cellphone services, Mobile
phones Cellphone Accessories and Global Roaming
Cellphones.
About Rennova Health
Rennova
Health provides industry-leading diagnostics and supportive
software solutions to healthcare providers, delivering an efficient
and effective patient experience along with superior clinical
outcomes. Through an ever-expanding group of strategic brands that
work in unison to empower customers, we are creating the next
generation of healthcare.
Forward-Looking Statements
This press release contains "forward-looking statements" within the
meaning of various provisions of the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995, commonly
identified by such terms as "believes," "looking ahead,"
"anticipates," "estimates" and other terms with similar meaning.
Specifically, statements about the Company's plans for accelerated
growth, improved profitability, future business partners, M&A
activity, new service offerings, and pursuit of new markets are
forward-looking statements. Although the company believes that the
assumptions upon which its forward-looking statements are based are
reasonable, it can give no assurance that these assumptions will
prove to be correct. Such forward-looking statements should not be
construed as fact. The information contained in such statements is
beyond the ability of the Company to control, and in many cases,
the Company cannot predict what factors would cause results to
differ materially from those indicated in such statements. All
forward-looking statements in the press release are expressly
qualified by these cautionary statements and by reference to the
underlying assumptions.