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| CIK | 1014052 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Digerati Technologies, Inc.
SEC Filings (Chronological Order)
Denne side giver en komplet, kronologisk liste over SEC-arkiveringer, eksklusive ejerskabsregistreringer, som vi leverer andre steder.
| November 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-15687 Digerati Technologies, Inc. (Exact name of registrant as specified |
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| October 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: July 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For Transition Period End |
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| August 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 12, 2024 (August 6, 2024) Digerati Technologies, Inc. (Exact name of registrant as specified in its charter) Nevada 001-15687 74-2849995 (State or other jurisdiction (Commissio |
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| June 14, 2024 |
Exhibit 10.19 |
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| June 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 30, 2024. or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-15687 DIGERATI |
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| March 22, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended January 31, 2024. or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-15687 DIGERAT |
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| March 18, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: January 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For Transition Period |
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| February 8, 2024 |
Exhibit 10.7 Extension and Forbearance Agreement This EXTENSION AND FORBEARANCE AGREEMENT (this “Agreement”) is entered into on February 2, 2024, with effect as of December 31, 2023, between Verve Cloud, Inc., a Nevada corporation formerly known as T3 Communications, Inc. (“Maker”), and the undersigned noteholder (the “Noteholder”). Recitals A. Maker has issued the promissory notes listed on Annex |
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| February 8, 2024 |
Exhibit 10.11 Amendment to Promissory Notes This AMENDMENT TO PROMISSORY NOTES (this “Agreement”) is entered into on February 2, 2024 (the “Effective Date”) between Digerati Technologies, Inc., a Nevada corporation (“Digerati”), and the undersigned noteholder (the “Noteholder”). Recitals A. Digerati has issued the promissory note or notes listed on Annex A to this Agreement (whether one or multipl |
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| February 8, 2024 |
Exhibit 10.10 WARRANT EXCHANGE AGREEMENT This warrant exchange agreement (this “Agreement”) is entered into as of February 2, 2024 (the “Effective Date”), between DIGERATI TECHNOLOGIES, INC., a Nevada corporation (the “Company”), and the undersigned investor (“Investor”). WHEREAS, the Investor is the owner of the warrant attached hereto as Exhibit A (the “Warrant”) which provides the Investor with |
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| February 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 6, 2023 Digerati Technologies, Inc. (Exact name of registrant as specified in its charter) Nevada 001-15687 74-2849995 (State or other jurisdiction (Commission File Number) (I |
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| February 8, 2024 |
Exhibit 10.15 Second Extension and Forbearance Agreement This SECOND EXTENSION AND FORBEARANCE AGREEMENT (this “Agreement”) is entered into on February 2, 2024, with effect as of December 31, 2023 (the “Effective Date”), between Digerati Technologies, Inc., a Nevada corporation (“Digerati”), and the undersigned noteholder (the “Noteholder”). Recitals A. Digerati has issued the promissory note or n |
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| February 8, 2024 |
Exhibit 10.5 Form of Second Extension and Forbearance Agreement This SECOND EXTENSION AND FORBEARANCE AGREEMENT (this “Agreement”) is entered into on February 2, 2024, with effect as of December 31, 2023, between Digerati Technologies, Inc., a Nevada corporation (“Digerati”), and the undersigned noteholder (the “Noteholder”). Recitals A. Digerati has issued the promissory note or notes listed on A |
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| February 8, 2024 |
Exhibit 10.8 Extension and Forbearance Agreement This EXTENSION AND FORBEARANCE AGREEMENT (this “Agreement”) is entered into as of December 31, 2023, among SkyNet Telecom, LLC, a Texas limited liability company (“Seller”), Verve Cloud, Inc. (formerly known as Shift8 Networks, Inc.), a Texas corporation (“Buyer”), Digerati Technologies, Inc., a Nevada corporation (“Parent”), the Estate of Paul Goli |
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| February 8, 2024 |
Exhibit 10.13 WARRANT EXCHANGE AGREEMENT This warrant exchange agreement (this “Agreement”) is entered into as of February 2, 2024 (the “Effective Date”), among DIGERATI TECHNOLOGIES, INC., a Nevada corporation (the “Company”), and the undersigned investor (“Investor”). WHEREAS, the Investor is the owner of two (2) warrants attached hereto as Exhibit A (the “Warrants”) which provides the Investor |
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| February 8, 2024 |
Exhibit 10.12 Second Extension and Forbearance Agreement This SECOND EXTENSION AND FORBEARANCE AGREEMENT (this “Agreement”) is entered into on February 2, 2024, with effect as of December 31, 2023 (the “Effective Date”), between Digerati Technologies, Inc., a Nevada corporation (“Digerati”), and the undersigned noteholder (the “Noteholder”). Recitals A. Digerati has issued the promissory note or n |
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| February 8, 2024 |
Exhibit 10.16 WARRANT EXCHANGE AGREEMENT This warrant exchange agreement (this “Agreement”) is entered into as of February 2, 2024 (the “Effective Date”), among DIGERATI TECHNOLOGIES, INC., a Nevada corporation (the “Company”), and the undersigned investor (“Investor”). WHEREAS, the Investor is the owner of the warrant attached hereto as Exhibit A (the “Warrant”) which provides the Investor with t |
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| February 8, 2024 |
Exhibit 10.17 Amendment to Promissory Notes This AMENDMENT TO PROMISSORY NOTES (this “Agreement”) is entered into on February 2, 2024 (the “Effective Date”) between Digerati Technologies, Inc., a Nevada corporation (“Digerati”), and the undersigned noteholder (the “Noteholder”). Recitals A. Digerati has issued the promissory note or notes listed on Annex A to this Agreement (whether one or multipl |
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| February 8, 2024 |
Exhibit 10.9 Second Extension and Forbearance Agreement This SECOND EXTENSION AND FORBEARANCE AGREEMENT (this “Agreement”) is entered into on February 2, 2024, with effect as of December 31, 2023 (the “Effective Date”), between Digerati Technologies, Inc., a Nevada corporation (“Digerati”), and the undersigned noteholder (the “Noteholder”). Recitals A Digerati has issued the promissory note or not |
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| February 8, 2024 |
Exhibit 10.6 Extension and Forbearance Agreement This EXTENSION AND FORBEARANCE AGREEMENT (this “Agreement”) is entered into on February 2, 2024, with effect as of December 31, 2023, between Verve Cloud, Inc., a Nevada corporation formerly known as T3 Communications, Inc. (“Maker”), and the undersigned noteholder (the “Noteholder”). Recitals A. Maker has issued the promissory notes listed on Annex |
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| February 8, 2024 |
Exhibit 10.1 Execution Version THIRD FORBEARANCE AGREEMENT AND AMENDMENT TO LOAN DOCUMENTS This Third Forbearance Agreement, Amendment to Loan Documents and Limited Consent (this “Agreement”), dated as of February 2, 2024, with an effective date of December 31, 2023 (the “Effective Date”), is by and among VERVE CLOUD, INC., a Nevada corporation (the “Company”), formerly known as T3 Communications, |
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| February 8, 2024 |
Exhibit 10.2 February 2, 2024 LOAN AND SECURITY AGREEMENT THIS LOAN AND SECURITY AGREEMENT (including all schedules, exhibits and appendices attached or otherwise identified therewith, as amended, modified or restated from time to time, this “Agreement”) dated as of February 2, 2024 (the “Effective Date”), is between (a) AEGIS VENTURE FUND, LLC, a Florida limited liability company (“Aegis”) and TH |
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| February 8, 2024 |
Exhibit 10.4 INTERCREDITOR AGREEMENT THIS INTERCREDITOR AGREEMENT (this “Agreement”), dated as of February 2, 2024, is by and between POST ROAD ADMINISTRATIVE LLC, a Delaware limited liability company, as administrative and collateral agent (in such capacity, together with its successors and assigns, “Post Road”) for the Post Road Lenders (as defined below), and THERMO COMMUNICATIONS FUNDING, LLC, |
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| February 8, 2024 |
Exhibit 10.3 PROMISSORY NOTE $2,000,000.00 February 2, 2024 FOR VALUE RECEIVED, each of VERVE CLOUD, INC., a Nevada corporation (“Parent”), VERVE CLOUD, INC., a Texas corporation (“Verve Cloud Texas”), Nexogy, Inc., a Florida corporation (“Nexogy”), T3 Communications, Inc., a Florida corporation (“T3 Communications”), and Next Level Internet, Inc., a California corporation (“Next Level” and, toget |
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| February 8, 2024 |
Exhibit 10.14 Amendment to Promissory Notes This AMENDMENT TO PROMISSORY NOTES (this “Agreement”) is entered into on February 2, 2024 (the “Effective Date”) between Digerati Technologies, Inc., a Nevada corporation (“Digerati”), and the undersigned noteholder (the “Noteholder”). Recitals A. Digerati has issued the promissory note or notes listed on Annex A to this Agreement (whether one or multipl |
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| December 26, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 31, 2023. or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-15687 DIGERAT |
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| December 18, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: October 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For Transition Period |
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| November 24, 2023 |
Exhibit 10.45 Extension and Forbearance Agreement This EXTENSION AND FORBEARANCE AGREEMENT (this “Agreement”) is entered into as of November1, 2023, between Digerati Technologies, Inc., a Nevada corporation (“Digerati”), and the undersigned noteholder (the “Noteholder”). Recitals A. Digerati has issued the promissory note or notes listed on Annex A to this Agreement (whether one or multiple instru |
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| November 24, 2023 |
Exhibit 4.48 |
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| November 24, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (mark one) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended July 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-15687 DIGERATI TECHNOLOG |
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| November 24, 2023 |
Exhibit 4.47 |
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| November 24, 2023 |
Exhibit 21.1 Digerati Technologies, Inc. Subsidiary List 1. Verve Cloud, Inc. (formerly known as T3 communications, Inc.), a Nevada Corporation (“Verve Cloud Nevada”) 2. Verve Cloud, Inc. (formerly known as Shift8 Networks, Inc.), a Texas Corporation (“Verve Cloud Texas”) T3 Communications, Inc., a Nevada Corporation 3. T3 Communications, Inc., a Florida Corporation (“T3 Communications”), 4. Nexog |
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| November 24, 2023 |
Exhibit 10.44 SECOND FORBEARANCE AGREEMENT, AMENDMENT TO LOAN DOCUMENTS AND LIMITED CONSENT This Second Forbearance Agreement, Amendment to Loan Documents and Limited Consent (this “Agreement”), dated as of November 22, 2023, with an effective date of November 2, 2023 (the “Effective Date”), is by and among VERVE CLOUD, INC., a Nevada corporation (the “Company”), formerly known as T3 Communication |
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| October 30, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: July 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For Transition Period End |
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| October 6, 2023 |
Exhibit 99.1 Digerati CEO to take Temporary Medical Leave of Absence Company Executive Chairman Craig K. Clement to Assume Interim CEO Role SAN ANTONIO, TX (GlobeNewswire) – October 6, 2023 - Digerati Technologies, Inc. (OTCQB: DTGI) (“Digerati” or the “Company”), a provider of cloud services specializing in UCaaS (Unified Communications as a Service) solutions for the small to medium-sized busine |
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| October 6, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 6, 2023 Digerati Technologies, Inc. (Exact name of registrant as specified in its charter) Nevada 001-15687 74-2849995 (State or other jurisdiction (Commission (IRS Employer o |
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| September 13, 2023 |
Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) DIGERATI TECHNOLOGIES, INC. |
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| September 13, 2023 |
As filed with the Securities and Exchange Commission on September 13, 2023 As filed with the Securities and Exchange Commission on September 13, 2023 Registration No. |
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| September 12, 2023 |
Amendment to the Digerati Technologies, Inc. 2015 Equity Compensation Plan. Exhibit 10.2 AMENDMENT TO THE DIGERATI TECHNOLOGIES, INC. 2015 EQUITY COMPENSATION PLAN THIS AMENDMENT TO THE 2015 EQUITY COMPENSATION PLAN (as may be amended from time to time, the “Plan”) is dated as of May 25, 2023 (the “Effective Date”). Capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Plan. WHEREAS, Section 10 of the Plan permits amendment |
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| September 12, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 25, 2023 Digerati Technologies, Inc. (Exact name of registrant as specified in its charter) Nevada 001-15687 74-2849995 (State or other jurisdiction of incorporation) Commission Fi |
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| August 21, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 16, 2023 Digerati Technologies, Inc. (Exact name of registrant as specified in its charter) Nevada 001-15687 74-2849995 (State or other jurisdiction of incorporation) Commissio |
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| August 21, 2023 |
EX-10.1 2 ea183921ex10-1digeratitech.htm LETTER AGREEMENT TO CREDIT AGREEMENT, DATED AUGUST 16, 2023 Exhibit 10.1 Letter Agreement August 16, 2023 Verve Cloud, Inc. 825 W. Bitters St., Suite 104 San Antonio, TX 78216 Attn: Antonio Estrada Mr. Estrada: Reference is hereby made to that certain Credit Agreement dated as of November 17, 2020 (as amended by that certain First Amendment to Credit Agreem |
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| June 22, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 15, 2023 Digerati Technologies, Inc. (Exact name of registrant as specified in its charter) Nevada 001-15687 74-2849995 (State or other jurisdiction of incorporation) Commission |
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| June 15, 2023 |
Exhibit 4.4 |
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| June 15, 2023 |
Amendment 4 to the Securities Purchase Agreement by Skynet Telecom, LLC dated May 10, 2023. Exhibit 10.3 POST-CLOSING AMENDMENT NO. 4 TO ASSET PURCHASE AGREEMENT This POST-CLOSING AMENDMENT NO. 4 TO ASSET PURCHASE AGREEMENT, dated as of May 10, 2023 (the “Amendment”), amends that certain Asset Purchase Agreement dated as of December 31, 2021 (as amended through the date hereof, the “Asset Purchase Agreement” ) by and among SKYNET TELECOM, LLC, a Texas limited liability company (hereinaft |
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| June 15, 2023 |
Form of Warrant Agreement with 3BRT Investments, LP dated March 30, 2023. Exhibit 4.13 |
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| June 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 30, 2023. or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-15687 DIGERATI |
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| June 15, 2023 |
Exhibit 4.5 |
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| June 15, 2023 |
Exhibit 4.15 |
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| June 15, 2023 |
Exhibit 4.8 |
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| June 15, 2023 |
Exhibit 4.16 FIRST AMENDMENT TO CONVERTIBLE PROMISSORY NOTE $660,000 June 1, 2023 1. Recitals. (a) Blue Ocean Investments, LLC, whose address is 2633 McKinney Ave, Suite 130- 337, Dallas, Texas 75204 (“Payee”) issued a loan in the original principal amount of $660,000 (the “Loan”) to Digerati Technologies, Inc., a Nevada corporation (“Digerati” or the “Debtor”), whose notice address is 8023 Vantag |
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| June 15, 2023 |
EX-4.9 8 f10q0423ex4-9digeratitech.htm AMENDMENT 2 TO CONVERTIBLE PROMISSORY NOTE FOR $30,000 WITH TYSADCO PARTNERS, LLC DATED APRIL 29, 2023 (EXTENSION OF MATURITY DATE) Exhibit 4.9 |
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| June 15, 2023 |
Exhibit 4.7 |
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| June 15, 2023 |
Exhibit 4.14 |
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| June 15, 2023 |
Convertible Promissory Note for $192,000 with Mast Hill Fund, L.P. dated March 17, 2023. Exhibit 4.2 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR T |
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| June 15, 2023 |
Exhibit 4.6 AMENDMENT #5 TO CONVERTIBLE PROMISSORY NOTE This AMENDMENT #5 (this “Amendment”) is entered into by and between Company and Holder (each as defined below), effective as of March 30, 2023 (the “Effective Date”), binding on the undersigned parties as of that date. RECITALS Digerati Technologies, Inc. (“Company”) and Lucas Ventures, LLC (“Holder”) entered into that certain Convertible Pro |
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| June 15, 2023 |
Exhibit 10.6 FIRST AMENDMENT TO FORBEARANCE AGREEMENT This Amendment to Forbearance Agreement (this “Agreement”) is entered into as of May 1, 2023 (the “Effective Date”), is made by and among T3 COMMUNICATIONS, INC., a Nevada corporation (“T3”) and JEFFERY POSNER (“Holder”) (each a “Party” and collectively the “Parties”). RECITALS WHEREAS, the Parties entered into that certain Equity Purchase Agre |
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| June 15, 2023 |
Securities Purchase Agreement for $192,000 Mast Hill dated March 17, 2023. Exhibit 10.2 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of March 17, 2023, by and between DIGERATI TECHNOLOGIES, INC., a Nevada corporation, with headquarters located at 8023 Vantage Dr, Suite 660, San Antonio, TX 78230 (the “Company”), and MAST HILL FUND, L.P., a Delaware limited partnership, with its address at 48 Parker Road, Wellesley, MA 02482 |
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| June 15, 2023 |
Exhibit 4.10 |
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| June 15, 2023 |
Exhibit 10.4 DIGERATI TECHNOLOGIES, INC. UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS May 25, 2023 The undersigned, being all of the members of the Board of Directors (the “Board”) of Digerati Technologies, Inc., a Nevada corporation (the “Corporation”), do hereby vote for, consent to, approve, and adopt the following resolutions: WHEREAS, in 2015, the Board approved and the Corporation ado |
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| June 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 Expires: April 30, 2025 Estimated average burden hours per response ... 2.50 SEC FILE NUMBER 001-15687 CUSIP NUMBER (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: April 30, 2023 ☐ Tra |
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| June 15, 2023 |
Exhibit 10.5 FIRST AMENDMENT TO FORBEARANCE AGREEMENT This Amendment to Forbearance Agreement (this “Agreement”) is entered into as of May 1, 2023 (the “Effective Date”), is made by and among T3 COMMUNICATIONS, INC., a Nevada corporation (“T3”) and THE JERRY AND LISA MORRIS REVOCABLE TRUST DATED NOVEMBER 18, 2002 (“Holder”) (each a “Party” and collectively the “Parties”). RECITALS WHEREAS, the Par |
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| June 15, 2023 |
Form of Warrant Agreement with Mast Hill Fund, L.P. dated March 17, 2023. EX-4.12 10 f10q0423ex4-12digeratitech.htm FORM OF WARRANT AGREEMENT WITH MAST HILL FUND, L.P. DATED MARCH 17, 2023. Exhibit 4.12 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933 |
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| June 12, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 12, 2023 Digerati Technologies, Inc. (Exact name of registrant as specified in its charter) Nevada 001-15687 74-2849995 (State or other jurisdiction of incorporation) Commission F |
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| June 12, 2023 |
Digerati Technologies, Inc. Announces Further Postponement of Special Meeting of Shareholders Exhibit 99.1 Digerati Technologies, Inc. Announces Further Postponement of Special Meeting of Shareholders SAN ANTONIO, TX, June 12, 2023 – Digerati Technologies, Inc. (OTCQB: DTGI) (“Digerati” or the “Company”), a provider of cloud services specializing in UCaaS (Unified Communications as a Service) solutions for the small to medium-sized business (“SMB”) market, filed a definitive proxy statemen |
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| June 12, 2023 |
Digerati Technologies, Inc. Announces Further Postponement of Special Meeting of Shareholders Exhibit 99.1 Digerati Technologies, Inc. Announces Further Postponement of Special Meeting of Shareholders SAN ANTONIO, TX, June 12, 2023 – Digerati Technologies, Inc. (OTCQB: DTGI) (“Digerati” or the “Company”), a provider of cloud services specializing in UCaaS (Unified Communications as a Service) solutions for the small to medium-sized business (“SMB”) market, filed a definitive proxy statemen |
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| June 12, 2023 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 12, 2023 Digerati Technologies, Inc. (Exact name of registrant as specified in its charter) Nevada 001-15687 74-2849995 (State or other jurisdiction of incorporation) Commission F |
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| June 5, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 30, 2023 Digerati Technologies, Inc. (Exact name of registrant as specified in its charter) Nevada 001-15687 74-2849995 (State or other jurisdiction of incorporation) Commission F |
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| June 5, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 30, 2023 Digerati Technologies, Inc. (Exact name of registrant as specified in its charter) Nevada 001-15687 74-2849995 (State or other jurisdiction of incorporation) Commission F |
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| June 5, 2023 |
Amendment No. 4 to Business Combination Agreement, dated as of May 30, 2023 Exhibit 2.1 Execution Version Amendment No. 4 to BUSINESS COMBINATION AGREEMENT This Amendment No. 4 to Business Combination Agreement (this “Amendment”) is entered into as of May 30, 2023 (the “Amendment Effective Date”), by and among Minority Equality Opportunities Acquisition Inc., a Delaware corporation (“MEOA”), MEOA Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of ME |
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| June 5, 2023 |
Amendment No. 4 to Business Combination Agreement, dated as of May 30, 2023 Exhibit 2.1 Execution Version Amendment No. 4 to BUSINESS COMBINATION AGREEMENT This Amendment No. 4 to Business Combination Agreement (this “Amendment”) is entered into as of May 30, 2023 (the “Amendment Effective Date”), by and among Minority Equality Opportunities Acquisition Inc., a Delaware corporation (“MEOA”), MEOA Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of ME |
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| May 31, 2023 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 30, 2023 Digerati Technologies, Inc. (Exact name of registrant as specified in its charter) Nevada 001-15687 74-2849995 (State or other jurisdiction of incorporation) Commission Fi |
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| May 31, 2023 |
Digerati Technologies, Inc. Announces Further Postponement of Special Meeting of Shareholders Exhibit 99.1 Digerati Technologies, Inc. Announces Further Postponement of Special Meeting of Shareholders SAN ANTONIO, TX, May 31, 2023 – Digerati Technologies, Inc. (OTCQB: DTGI) (“Digerati” or the “Company”), a provider of cloud services specializing in UCaaS (Unified Communications as a Service) solutions for the small to medium-sized business (“SMB”) market, filed a definitive proxy statement |
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| May 31, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 30, 2023 Digerati Technologies, Inc. (Exact name of registrant as specified in its charter) Nevada 001-15687 74-2849995 (State or other jurisdiction of incorporation) Commission Fi |
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| May 31, 2023 |
Digerati Technologies, Inc. Announces Further Postponement of Special Meeting of Shareholders Exhibit 99.1 Digerati Technologies, Inc. Announces Further Postponement of Special Meeting of Shareholders SAN ANTONIO, TX, May 31, 2023 – Digerati Technologies, Inc. (OTCQB: DTGI) (“Digerati” or the “Company”), a provider of cloud services specializing in UCaaS (Unified Communications as a Service) solutions for the small to medium-sized business (“SMB”) market, filed a definitive proxy statement |
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| May 26, 2023 |
Exhibit 99.1 Digerati Technologies, Inc. Announces Postponement of Special Meeting of Shareholders Until Wednesday, May 31, 2023 at 2:00 p.m. EDT SAN ANTONIO, TX, May 26, 2023 – Digerati Technologies, Inc. (OTCQB: DTGI) (“Digerati” or the “Company”), a provider of cloud services specializing in UCaaS (Unified Communications as a Service) solutions for the small to medium-sized business (“SMB”) mar |
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| May 26, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 25, 2023 Digerati Technologies, Inc. (Exact name of registrant as specified in its charter) Nevada 001-15687 74-2849995 (State or other jurisdiction of incorporation) Commission Fi |
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| May 26, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 25, 2023 Digerati Technologies, Inc. (Exact name of registrant as specified in its charter) Nevada 001-15687 74-2849995 (State or other jurisdiction of incorporation) Commission Fi |
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| May 26, 2023 |
EX-99.1 2 ea179349ex99-1digerati.htm PRESS RELEASE OF DIGERATI TECHNOLOGIES, INC., DATED MAY 26, 2023 Exhibit 99.1 Digerati Technologies, Inc. Announces Postponement of Special Meeting of Shareholders Until Wednesday, May 31, 2023 at 2:00 p.m. EDT SAN ANTONIO, TX, May 26, 2023 – Digerati Technologies, Inc. (OTCQB: DTGI) (“Digerati” or the “Company”), a provider of cloud services specializing in UC |
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| May 25, 2023 |
Exhibit 99.1 Digerati Technologies, Inc. Announces Postponement of Special Meeting of Shareholders Until Friday, May 26, 2023 at 11:00 a.m. EDT SAN ANTONIO, TX, May 25, 2023 – Digerati Technologies, Inc. (OTCQB: DTGI) (“Digerati” or the “Company”), a provider of cloud services specializing in UCaaS (Unified Communications as a Service) solutions for the small to medium-sized business (“SMB”) marke |
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| May 25, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 24, 2023 Digerati Technologies, Inc. (Exact name of registrant as specified in its charter) Nevada 001-15687 74-2849995 (State or other jurisdiction of incorporation) Commission Fi |
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| May 25, 2023 |
Exhibit 99.1 Digerati Technologies, Inc. Announces Postponement of Special Meeting of Shareholders Until Friday, May 26, 2023 at 11:00 a.m. EDT SAN ANTONIO, TX, May 25, 2023 – Digerati Technologies, Inc. (OTCQB: DTGI) (“Digerati” or the “Company”), a provider of cloud services specializing in UCaaS (Unified Communications as a Service) solutions for the small to medium-sized business (“SMB”) marke |
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| May 25, 2023 |
Other Events, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 24, 2023 Digerati Technologies, Inc. (Exact name of registrant as specified in its charter) Nevada 001-15687 74-2849995 (State or other jurisdiction of incorporation) Commission Fi |
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| May 15, 2023 |
Exhibit 4.1 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS. CONVE |
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| May 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 14, 2023 Digerati Technologies, Inc. (Exact name of registrant as specified in its charter) Nevada 001-15687 74-2849995 (State or other jurisdiction of incorporation) Commission |
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| May 15, 2023 |
Exhibit 4.2 NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUA |
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| May 15, 2023 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of May 9th, 2023, is entered into by and between Digerati Technologies, Inc., a Nevada corporation, (the “Company”), and Lucas Ventures, LLC, an Arizona limited liability company (the “Buyer”). A. The Company and the Buyer are executing and delivering this Agreement in reliance upon the exemp |
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| May 12, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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| May 12, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 8, 2023 Digerati Technologies, Inc. (Exact name of registrant as specified in its charter) Nevada 001-15687 74-2849995 (State or other jurisdiction of incorporation) Commission Fi |
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| May 12, 2023 |
Exhibit 10.1 SEVENTH AMENDMENT TO CREDIT AGREEMENT This Seventh Amendment to Credit Agreement (this “Amendment”), dated as of May 1, 2023, with an effective date of April 28, 2023, is by and among T3 COMMUNICATIONS, INC., a Nevada corporation (the “Company”), T3 COMMUNICATIONS, INC., a Florida corporation (“T3FL”), SHIFT8 NETWORKS, INC., a Texas Corporation (“Shift8”), NEXOGY, INC., a Florida corp |
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| May 5, 2023 |
Amendment No. 3 to Business Combination Agreement, dated as of May 1, 2023. EX-2.1 2 ea178096ex2-1digerati.htm AMENDMENT NO. 3 TO BUSINESS COMBINATION AGREEMENT, DATED AS OF MAY 1, 2023 Exhibit 2.1 Amendment No. 3 to BUSINESS COMBINATION AGREEMENT This Amendment No. 3 to Business Combination Agreement (this “Amendment”) is entered into as of May 1, 2023 (the “Amendment Effective Date”), by and among Minority Equality Opportunities Acquisition Inc., a Delaware corporation |
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| May 5, 2023 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 1, 2023 Digerati Technologies, Inc. (Exact name of registrant as specified in its charter) Nevada 001-15687 74-2849995 (State or other jurisdiction of incorporation) Commission Fil |
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| May 5, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 1, 2023 Digerati Technologies, Inc. (Exact name of registrant as specified in its charter) Nevada 001-15687 74-2849995 (State or other jurisdiction of incorporation) Commission Fil |
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| May 5, 2023 |
Amendment No. 3 to Business Combination Agreement, dated as of May 1, 2023. Exhibit 2.1 Amendment No. 3 to BUSINESS COMBINATION AGREEMENT This Amendment No. 3 to Business Combination Agreement (this “Amendment”) is entered into as of May 1, 2023 (the “Amendment Effective Date”), by and among Minority Equality Opportunities Acquisition Inc., a Delaware corporation (“MEOA”), MEOA Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of MEOA (“Merger Sub”), |
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| May 2, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| May 2, 2023 |
Exhibit 107 Calculation of Filing Fee Tables SCHEDULE 14A (Form Type) Digerati Technologies, Inc. |
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| April 6, 2023 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of March 7th, 2023, is entered into by and between Digerati Technologies, Inc., a Nevada corporation, (the “Company”), and LGH Investments, LLC, an Wyoming limited liability company (the “Buyer”). A. The Company and the Buyer are executing and delivering this Agreement in reliance upon the ex |
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| April 6, 2023 |
EX-4.1 2 ea176566ex4-1digerati.htm CONVERTIBLE PROMISSORY NOTE ISSUED BY DIGERATI TECHNOLOGIES, INC. TO LGH INVESTMENTS, LLC, DATED MARCH 7, 2023 Exhibit 4.1 NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION |
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| April 6, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 7, 2023 Digerati Technologies, Inc. (Exact name of registrant as specified in its charter) Nevada 001-15687 74-2849995 (State or other jurisdiction of incorporation) Commission F |
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| April 6, 2023 |
Exhibit 10.2 SIXTH AMENDMENT TO CREDIT AGREEMENT This Sixth Amendment to Credit Agreement (this “Amendment”), dated as of April 3, 2023, is by and among T3 COMMUNICATIONS, INC., a Nevada corporation (the “Company”), T3 COMMUNICATIONS, INC., a Florida corporation (“T3FL”), SHIFT8 NETWORKS, INC., a Texas Corporation (“Shift8”), NEXOGY, INC., a Florida corporation, NEXT LEVEL INTERNET, INC. a Califor |
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| March 20, 2023 |
Exhibit 99.1 Digerati Technologies Reports 98% Revenue Growth to $7.941 Million for Second Quarter FY2023 - Non-GAAP Operating EBITDA of $1.204 Million - - Net Income of $0.220 Million - - Gross Profit of $4.973 Million - - Strong Gross Margin Improvement to 62.6% - SAN ANTONIO, TX (GlobeNewswire) – March 20, 2023 – Digerati Technologies, Inc. (OTCQB: DTGI) (“Digerati” or the “Company”), a provide |
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| March 20, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 20, 2023 Digerati Technologies, Inc. (Exact name of registrant as specified in its charter) Nevada 001-15687 74-2849995 (State or other jurisdiction of incorporation) Commission |
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| March 20, 2023 |
Exhibit 99.1 Digerati Technologies Reports 98% Revenue Growth to $7.941 Million for Second Quarter FY2023 - Non-GAAP Operating EBITDA of $1.204 Million - - Net Income of $0.220 Million - - Gross Profit of $4.973 Million - - Strong Gross Margin Improvement to 62.6% - SAN ANTONIO, TX (GlobeNewswire) – March 20, 2023 – Digerati Technologies, Inc. (OTCQB: DTGI) (“Digerati” or the “Company”), a provide |
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| March 20, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 20, 2023 Digerati Technologies, Inc. (Exact name of registrant as specified in its charter) Nevada 001-15687 74-2849995 (State or other jurisdiction of incorporation) Commission |
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| March 17, 2023 |
Securities Purchase Agreement for $71,500 Lucas Ventures, LLC dated October 27, 2022. Exhibit 10.2 |
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| March 17, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended January 31, 2023. or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-15687 DIGERAT |
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| March 17, 2023 |
Securities Purchase Agreement for $38,500 with LGH Investments dated October 27, 2022. Exhibit 10.1 |
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| March 17, 2023 |
Exhibit 4.8 |
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| March 17, 2023 |
Convertible Promissory Note for $110,000 LGH Investments, LLC dated January 13, 2023. EX-4.6 5 f10q0123ex4-6digerati.htm CONVERTIBLE PROMISSORY NOTE FOR $110,000 LGH INVESTMENTS, LLC DATED JANUARY 13, 2023 Exhibit 4.6 NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER T |
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| March 17, 2023 |
Exhibit 4.4 Amendment #4 TO Convertible Promissory Note This AMENDMENT #4 (this “Amendment”) is entered into by and between Company and Holder (each as defined below), effective as of December 23, 2022 (the “Effective Date”), binding on the undersigned parties as of that date. RECITALS Digerati Technologies, Inc. (“Company”) and Lucas Ventures, LLC (“Holder”) entered into that certain Convertible |
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| March 17, 2023 |
Exhibit 10.13 FORBEARANCE AGREEMENT THIS FORBEARANCE AGREEMENT (this “Agreement”), effective as of March 7, 2023 (the “Effective Date”), is made by and among T3 COMMUNICATIONS, INC., a Nevada corporation (“T3”) and JEFFREY POSNER (“Holder”) (each a “Party” and collectively the “Parties”). RECITALS WHEREAS, the Parties entered into that certain Equity Purchase Agreement dated February 4, 2022 (the |
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| March 17, 2023 |
Exhibit 4.3 AMENDMENT NO. 5 TO Convertible Promissory Note This AMENDMENT No. 5 (this “Amendment”) is entered into by and between Company and Holder (each as defined below), effective as of December 23, 2022 (the “Effective Date”), binding on the undersigned parties as of that date. RECITALS Digerati Technologies, Inc. (“Company”) and LGH Investments, LLC (“Holder”) entered into that certain Conve |
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| March 17, 2023 |
Exhibit 10.12 FORBEARANCE AGREEMENT THIS FORBEARANCE AGREEMENT (this “Agreement”), effective as of March 7, 2023 (the “Effective Date”), is made by and among T3 COMMUNICATIONS, INC., a Nevada corporation (“T3”) and THE JERRY AND LISA MORRIS REVOCABLE TRUST DATED NOVEMBER 18, 2002 (“Holder”) (each a “Party” and collectively the “Parties”). RECITALS WHEREAS, the Parties entered into that certain Equ |
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| March 17, 2023 |
EX-10.7 12 f10q0123ex10-7digerati.htm FORBEARANCE AGREEMENT TO EQUITY PURCHASE AGREEMENT BY T3 COMMUNICATIONS, INC. AND THE JERRY AND LISA MORRIS REVOCABLE TRUST DATED JANUARY 3, 2023 Exhibit 10.7 FORBEARANCE AGREEMENT THIS FORBEARANCE AGREEMENT (this “Agreement”), effective as of September 2, 2022 (the “Effective Date”), is made by and among T3 COMMUNICATIONS, INC., a Nevada corporation (“T3”) an |
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| March 17, 2023 |
Exhibit 4.9 |
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| March 17, 2023 |
Exhibit 10.10 |
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| March 17, 2023 |
Securities Purchase Agreement for $110,000 LGH Investments, LLC dated January 13, 2023. Exhibit 10.5 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of January 13th, 2023, is entered into by and between Digerati Technologies, Inc., a Nevada corporation, (the “Company”), and LGH Investments, LLC, an Wyoming limited liability company (the “Buyer”). A. The Company and the Buyer are executing and delivering this Agreement in reliance upon the |
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| March 17, 2023 |
Promissory Note for $100,000 with Derek and Thalia Gietzen dated December 29, 2022. Exhibit 4.5 PROMISSORY NOTE $100,000 San Antonio, Texas December 29, 2022 FOR VALUE RECEIVED, DIGERATI TECHNOLOGIES, INC., a Nevada corporation, whose address is 8023 Vantage Drive, STE 660, San Antonio, TX 78230 (the “Debtor”), promises to pay to the order of Derek and Thalia Gietzen, whose address is 1339 Caminito Laura, Encinitas, CA 92024, (the “Payee”), the sum of ONE HUNDRED THOUSAND DOLLARS |
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| March 17, 2023 |
Exhibit 10.6 AMENDMENT TO FORBEARANCE AGREEMENT This Amendment to Forbearance Agreement (this “Agreement”) is entered into as of January 3, 2023 (the “Effective Date”), is made by and among T3 COMMUNICATIONS, INC., a Nevada corporation (“T3”) and JEFFERY POSNER (“Holder”) (each a “Party” and collectively the “Parties”). RECITALS WHEREAS, the Parties entered into that certain Equity Purchase Agreem |
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| March 17, 2023 |
Exhibit 10.11 FIFTH AMENDMENT TO CREDIT AGREEMENT This Fifth Amendment to Credit Agreement (this “Amendment”), dated as of March 13, 2023, with an effective date of February 28, 2023, is by and among T3 COMMUNICATIONS, INC., a Nevada corporation (the “Company”), T3 COMMUNICATIONS, INC., a Florida corporation (“T3FL”), SHIFT8 NETWORKS, INC., a Texas Corporation (“Shift8”), NEXOGY, INC., a Florida c |
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| March 14, 2023 |
Exhibit 99.1 Digerati Technologies Provides Additional Update on its Plan to List on NASDAQ via Business Combination with Minority Equality Opportunities Acquisition Inc. SAN ANTONIO, TX (GlobeNewswire) – March 14, 2023 – Digerati Technologies, Inc. (OTCQB: DTGI) (“Digerati” or the “Company”), a provider of cloud services specializing in UCaaS (Unified Communications as a Service) solutions for th |
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| March 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 14, 2023 Digerati Technologies, Inc. (Exact name of registrant as specified in its charter) Nevada 001-15687 74-2849995 (State or other jurisdiction of incorporation) Commission |
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| March 14, 2023 |
Exhibit 99.1 Digerati Technologies Provides Additional Update on its Plan to List on NASDAQ via Business Combination with Minority Equality Opportunities Acquisition Inc. SAN ANTONIO, TX (GlobeNewswire) – March 14, 2023 – Digerati Technologies, Inc. (OTCQB: DTGI) (“Digerati” or the “Company”), a provider of cloud services specializing in UCaaS (Unified Communications as a Service) solutions for th |
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| March 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 14, 2023 Digerati Technologies, Inc. (Exact name of registrant as specified in its charter) Nevada 001-15687 74-2849995 (State or other jurisdiction of incorporation) Commission |
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| March 1, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 24, 2023 Digerati Technologies, Inc. (Exact name of registrant as specified in its charter) Nevada 001-15687 74-2849995 (State or other jurisdiction of incorporation) Commissi |
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| March 1, 2023 |
Amendment No. 2 to Business Combination Agreement, dated as of February 24, 2023. EX-2.1 2 ea174348ex2-1digerati.htm AMENDMENT NO. 2 TO BUSINESS COMBINATION AGREEMENT, DATED AS OF FEBRUARY 24, 2023 Exhibit 2.1 Amendment No. 2 to BUSINESS COMBINATION AGREEMENT This Amendment No. 2 to Business Combination Agreement (this “Amendment”) is entered into as of February 24, 2023 (the “Amendment Effective Date”), by and among Minority Equality Opportunities Acquisition Inc., a Delaware |
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| March 1, 2023 |
Exhibit 2.1 Amendment No. 2 to BUSINESS COMBINATION AGREEMENT This Amendment No. 2 to Business Combination Agreement (this “Amendment”) is entered into as of February 24, 2023 (the “Amendment Effective Date”), by and among Minority Equality Opportunities Acquisition Inc., a Delaware corporation (“MEOA”), MEOA Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of MEOA (“Merger S |
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| March 1, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 24, 2023 Digerati Technologies, Inc. (Exact name of registrant as specified in its charter) Nevada 001-15687 74-2849995 (State or other jurisdiction of incorporation) Commissi |
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| February 17, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 14, 2023 Digerati Technologies, Inc. (Exact name of registrant as specified in its charter) Nevada 001-15687 74-2849995 (State or other jurisdiction of incorporation) Commissi |
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| February 17, 2023 |
Exhibit 2.1 Amendment No. 1 to BUSINESS COMBINATION AGREEMENT This Amendment No. 1 to Business Combination Agreement (this “Amendment”) is entered into as of February 14, 2023 (the “Amendment Effective Date”), by and among Minority Equality Opportunities Acquisition Inc., a Delaware corporation (“MEOA”), MEOA Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of MEOA (“Merger S |
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| February 17, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 14, 2023 Digerati Technologies, Inc. (Exact name of registrant as specified in its charter) Nevada 001-15687 74-2849995 (State or other jurisdiction of incorporation) Commissi |
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| February 17, 2023 |
Amendment No. 1 to Business Combination Agreement, dated as of February 14, 2023. Exhibit 2.1 Amendment No. 1 to BUSINESS COMBINATION AGREEMENT This Amendment No. 1 to Business Combination Agreement (this “Amendment”) is entered into as of February 14, 2023 (the “Amendment Effective Date”), by and among Minority Equality Opportunities Acquisition Inc., a Delaware corporation (“MEOA”), MEOA Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of MEOA (“Merger S |
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| February 9, 2023 |
Exhibit 10.1 CERTAIN INFORMATION IDENTIFIED WITH THE FOLLOWING MARK: [***] HAS BEEN OMITTED FROM THIS EXHIBIT BECAUSE IT IS BOTH (i) NOT MATERIAL AND (ii) WOULD LIKELY BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED CONSENT, LIMITED WAIVER AND FOURTH AMENDMENT TO CREDIT AGREEMENT AND AMENDMENT TO NOTES This Consent, Limited Waiver and Fourth Amendment to Credit Agreement and Amendment to Notes (thi |
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| February 9, 2023 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 3, 2023 Digerati Technologies, Inc. (Exact name of registrant as specified in its charter) Nevada 001-15687 74-2849995 (State or other jurisdiction of incorporation) Commissio |
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| February 7, 2023 |
Exhibit 4.2 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR T |
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| February 7, 2023 |
Exhibit 4.1 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS. CONVE |
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| February 7, 2023 |
Form of Warrant to Purchase Shares of Common Stock, issued in December 2022 Exhibit 4.3 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REG |
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| February 7, 2023 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of December , 2022, by and between DIGERATI TECHNOLOGIES, INC., a Nevada corporation, with headquarters located at 8023 Vantage Dr, Suite 660, San Antonio, TX 78230 (the “Company”), and , with its address at (the “Buyer”). WHEREAS: A. The Company and the Buyer are executing and delivering this |
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| February 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) December 29, 2022 Digerati Technologies, Inc. (Exact name of registrant as specified in its charter) Nevada 001-15687 74-2849995 (State or other jurisdiction of incorporation) Commissi |
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| February 7, 2023 |
Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December , 2022, by and between DIGERATI TECHNOLOGIES, INC., a Nevada corporation (the “Company”), and (together with it permitted assigns, the “Investor”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the securities purchase agr |
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| December 15, 2022 |
Exhibit 4.9 AMENDMENT 1 TO CONVERTIBLE PROMISSORY NOTE This AMENDMENT (this “Amendment”) is entered into by and between Company and Holder (each as defined below), effective as of September 16, 2022 (the “Effective Date”), binding on the undersigned parties as of that date. RECITALS Digerati Technologies, Inc. (“Company”) and Tysadco Partners, LLC (“Holder”) entered into that certain Convertible P |
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| December 15, 2022 |
Exhibit 4.11 AMENDMENT No. 1 TO CONVERTIBLE PROMISSORY NOTE This AMENDMENT No. 1 (this “Amendment”) is entered into by and between Company and Holder (each as defined below), effective as of October 21, 2022 (the “Effective Date”), binding on the undersigned parties as of that date. RECITALS Digerati Technologies, Inc. (“Company”) and LGH Investments, LLC (“Holder”) entered into that certain Conve |
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| December 15, 2022 |
Exhibit 4.12 AMENDMENT No. 1 TO CONVERTIBLE PROMISSORY NOTE This AMENDMENT No. 1 (this “Amendment”) is entered into by and between Company and Holder (each as defined below), effective as of October 21, 2022 (the “Effective Date”), binding on the undersigned parties as of that date. RECITALS Digerati Technologies, Inc. (“Company”) and Lucas Ventures, LLC (“Holder”) entered into that certain Conver |
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| December 15, 2022 |
Convertible Promissory Note for $28,500 with LGH Investments dated October 27, 2022. Exhibit 4.6 |
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| December 15, 2022 |
Exhibit 4.8 |
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| December 15, 2022 |
Convertible Promissory Note for $350,000 with 3BRT Investments dated October 31, 2022. Exhibit 4.5 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS. CONVE |
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| December 15, 2022 |
Exhibit 4.10 AMENDMENT 1 TO CONVERTIBLE PROMISSORY NOTE This AMENDMENT (this “Amendment”) is entered into by and between Company and Holder (each as defined below), effective as of September 16, 2022 (the “Effective Date”), binding on the undersigned parties as of that date. RECITALS Digerati Technologies, Inc. (“Company”) and Tysadco Partners, LLC (“Holder”) entered into that certain Convertible |
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| December 15, 2022 |
Convertible Promissory Note for $71,500 Platinum Point dated October 10, 2022. Exhibit 4.7 |
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| December 15, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 31, 2022. or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-15687 DIGERAT |
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| December 8, 2022 |
Exhibit 99.1 Digerati Technologies Provides Update on its Plan to List on NASDAQ via Business Combination with Minority Equality Opportunities Acquisition Inc. SAN ANTONIO, TX (GlobeNewswire) ? December 8, 2022 ? Digerati Technologies, Inc. (OTCQB: DTGI) (?Digerati? or the ?Company?), a provider of cloud services specializing in UCaaS (Unified Communications as a Service) solutions for the small t |
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| December 8, 2022 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) December 8, 2022 Digerati Technologies, Inc. (Exact Name of Registrant as Specified in its Charter) Nevada (State or other jurisdiction of incorporation) Nevada 001-15687 74-2849995 (S |
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| December 8, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) December 8, 2022 Digerati Technologies, Inc. (Exact Name of Registrant as Specified in its Charter) Nevada (State or other jurisdiction of incorporation) Nevada 001-15687 74-2849995 (S |
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| December 8, 2022 |
Exhibit 99.1 Digerati Technologies Provides Update on its Plan to List on NASDAQ via Business Combination with Minority Equality Opportunities Acquisition Inc. SAN ANTONIO, TX (GlobeNewswire) ? December 8, 2022 ? Digerati Technologies, Inc. (OTCQB: DTGI) (?Digerati? or the ?Company?), a provider of cloud services specializing in UCaaS (Unified Communications as a Service) solutions for the small t |
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| December 2, 2022 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of November 22, 2022, by and between DIGERATI TECHNOLOGIES, INC., a Nevada corporation, with headquarters located at 8023 Vantage Dr, Suite 660, San Antonio, TX 78230 (the “Company”), and MAST HILL FUND, L.P., a Delaware limited partnership, with its address at 48 Parker Road, Wellesley, MA 02 |
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| December 2, 2022 |
Exhibit 4.1 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR T |
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| December 2, 2022 |
Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 22, 2022, by and between DIGERATI TECHNOLOGIES, INC., a Nevada corporation (the “Company”), and MAST HILL FUND, L.P., a Delaware limited partnership (together with it permitted assigns, the “Investor”). Capitalized terms used herein and not otherwise defined herein shall have the respe |
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| December 2, 2022 |
Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REG |
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| December 2, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 28, 2022 Digerati Technologies, Inc. (Exact name of registrant as specified in its charter) Nevada 001-15687 74-2849995 (State or other jurisdiction of incorporation) Commissi |
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| October 31, 2022 |
Promissory Note for $150,000 with Derek and Thalia Gietzen dated October 4, 2022. Exhibit 4.4 PROMISSORY NOTE $150,000 San Antonio, Texas October 4, 2022 FOR VALUE RECEIVED, DIGERATI TECHNOLOGIES, INC., a Nevada corporation, whose address is 8023 Vantage Drive, STE 660, San Antonio, TX 78230 (the “Debtor”), promises to pay to the order of Derek and Thalia Gietzen, (the “Payee”), the sum of ONE HUNDRED AND FIFTY THOUSAND DOLLARS ($150,000) in lawful money of the United States of |
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| October 31, 2022 |
Securities Purchase Agreement for $165,000 with Lucas Ventures, LLC dated July 27, 2022 Exhibit 10.5 |
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| October 31, 2022 |
Exhibit 21.1 Digerati Technologies, Inc. Subsidiary List 1. T3 Communications, Inc., a Nevada Corporation 2. Shift8 Networks, Inc. d/b/a T3 Communications, Inc., a Texas Corporation 3. T3 Communications, Inc., a Florida Corporation 4. Nexogy, Inc., a Florida Corporation 5. Next Level Internet, Inc., a California Corporation |
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| October 31, 2022 |
Securities Purchase Agreement for $165,000 with Lucas Ventures, LLC dated October 3, 2022 Exhibit 10.6 |
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| October 31, 2022 |
Securities Purchase Agreement for $275,000 with Platinum Point Capital, LLC dated October 10, 2022 Exhibit 10.7 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of October 10, 2022, by and between DIGERATI TECHNOLOGIES, INC., a Nevada corporation, with headquarters located at 8023 Vantage Drive, Suite 660, San Antonio, Texas 78230 (the “Company”), and each of the purchasers listed on the signature page attached hereto (each a “Purchaser”). WHEREAS: A. |
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| October 31, 2022 |
Convertible Promissory Note for $275,000 with Platinum Point Capital, LLC dated October 10, 2022. Exhibit 4.5 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR T |
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| October 31, 2022 |
Convertible Promissory Note for $165,000 with Lucas Ventures, LLC dated July 27, 2022. Exhibit 4.1 |
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| October 31, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (mark one) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended July 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-15687 DIGERATI TECHNOLOG |
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| October 31, 2022 |
Convertible Promissory Note for $75,000 with Tysadco Partners, LLC dated September 12, 2022. Exhibit 4.2 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS. CONVE |
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| October 31, 2022 |
Exhibit 4.6 Digerati Technologies, Inc. Description of Securities General We are authorized to issue an aggregate of 500,000,000 shares of common stock, $0.001 par value per share and 50,000,000 shares of preferred stock in one or more series and to fix the voting powers, preferences and other rights and limitations of the preferred stock. As of October 28, 2022, we had 144,463,765 shares of commo |
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| October 31, 2022 |
Convertible Promissory Note for $165,000 with Lucas Ventures, LLC dated October 3, 2022. Exhibit 4.3 |
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| October 21, 2022 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) October 17, 2022 Digerati Technologies, Inc. (Exact name of registrant as specified in its charter) Nevada 001-15687 74-2849995 (State or other jurisdiction of incorporation) Commissio |
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| October 21, 2022 |
Exhibit 10.1 AMENDMENT TO FORBEARANCE AGREEMENT This Amendment to Forbearance Agreement (this ?Agreement?) is entered into as of October 17, 2022, with an effective date of August 8, 2022 (this ?Effective Date?), and is by and among T3 COMMUNICATIONS, INC., a Nevada corporation (the ?Company?), T3 COMMUNICATIONS, INC., a Florida corporation (?T3FL?), SHIFT8 NETWORKS, INC., a Texas corporation (?Sh |
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| October 11, 2022 |
Digerati Technologies, Inc. 8023 Vantage Drive, Suite 660 San Antonio, TX 78230 Digerati Technologies, Inc. 8023 Vantage Drive, Suite 660 San Antonio, TX 78230 October 7, 2022 VIA EDGAR U.S. Securities & Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Digerati Technologies, Inc Registration Statement on Form S-1 File No. 333-258733 Ladies and Gentlemen: Pursuant to Rule 477 promulgated under the Securities Act of 1933, as amen |
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| September 23, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) September 23, 2022 Digerati Technologies, Inc. (Exact Name of Registrant as Specified in its Charter) Nevada (State or other jurisdiction of incorporation) Nevada 001-15687 74-2849995 |
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| September 23, 2022 |
Exhibit 99.1 Exhibit 99.1 Unified Communications as a Service Investor Presentation September 2022 This presentation is for discussion purposes only . Certain material is based upon third party information that we consider reliable, but we do not represent that it is accurate or complete, and it should not be relied upon as such . Certain statements in this presentation constitute ?forward - looki |
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| September 23, 2022 |
Exhibit 99.1 Exhibit 99.1 Unified Communications as a Service Investor Presentation September 2022 This presentation is for discussion purposes only . Certain material is based upon third party information that we consider reliable, but we do not represent that it is accurate or complete, and it should not be relied upon as such . Certain statements in this presentation constitute ?forward - looki |
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| September 23, 2022 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) September 23, 2022 Digerati Technologies, Inc. (Exact Name of Registrant as Specified in its Charter) Nevada (State or other jurisdiction of incorporation) Nevada 001-15687 74-2849995 |
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| September 6, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 30, 2022 Digerati Technologies, Inc. (Exact Name of Registrant as Specified in its Charter) Nevada (State or other jurisdiction of incorporation) Nevada 001-15687 74-2849995 (St |
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| September 6, 2022 |
Exhibit 99.1 Digerati Technologies to List on NASDAQ via Business Combination with Minority Equality Opportunities Acquisition Inc. Transaction Results in $105 Million Enterprise Valuation for Digerati Technologies SAN ANTONIO, TX (GlobeNewswire) ? September 6, 2022 ? Digerati Technologies, Inc. (OTCQB: DTGI) (?Digerati? or the ?Company?), a provider of cloud services specializing in UCaaS (Unifie |
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| September 6, 2022 |
Exhibit 99.1 Digerati Technologies to List on NASDAQ via Business Combination with Minority Equality Opportunities Acquisition Inc. Transaction Results in $105 Million Enterprise Valuation for Digerati Technologies SAN ANTONIO, TX (GlobeNewswire) ? September 6, 2022 ? Digerati Technologies, Inc. (OTCQB: DTGI) (?Digerati? or the ?Company?), a provider of cloud services specializing in UCaaS (Unifie |
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| September 6, 2022 |
Exhibit 2.1 Execution Version BUSINESS COMBINATION AGREEMENT BY AND AMONG MINORITY EQUALITY OPPORTUNITIES ACQUISITION INC., MEOA MERGER SUB, INC., AND DIGERATI TECHNOLOGIES, INC. DATED AS OF AUGUST 30, 2022 TABLE OF CONTENTS Page Article 1 CERTAIN DEFINITIONS 3 Section 1.1 Definitions 3 Article 2 MERGER 23 Section 2.1 Closing Transactions 23 Section 2.2 Closing of the Transactions Contemplated by |
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| September 6, 2022 |
Exhibit 2.1 Execution Version BUSINESS COMBINATION AGREEMENT BY AND AMONG MINORITY EQUALITY OPPORTUNITIES ACQUISITION INC., MEOA MERGER SUB, INC., AND DIGERATI TECHNOLOGIES, INC. DATED AS OF AUGUST 30, 2022 TABLE OF CONTENTS Page Article 1 CERTAIN DEFINITIONS 3 Section 1.1 Definitions 3 Article 2 MERGER 23 Section 2.1 Closing Transactions 23 Section 2.2 Closing of the Transactions Contemplated by |
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| September 6, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 30, 2022 Digerati Technologies, Inc. (Exact Name of Registrant as Specified in its Charter) Nevada (State or other jurisdiction of incorporation) Nevada 001-15687 74-2849995 (St |
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| August 22, 2022 |
Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of August 11, 2022, by and between DIGERATI TECHNOLOGIES, INC., a Nevada corporation (the ?Company?), and PEAK ONE OPPORTUNITY FUND, L.P., a Delaware limited partnership (together with it permitted assigns, the ?Investor?). Capitalized terms used herein and not otherwise defined herein shall have |
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| August 22, 2022 |
Exhibit 10.1 EQUITY PURCHASE AGREEMENT This equity purchase agreement is entered into as of August 11, 2022 (this ?Agreement?), by and between Digerati Technologies, Inc., a Nevada corporation (the ?Company?), and Peak One Opportunity Fund, L.P., a Delaware limited partnership (the ?Investor?). WHEREAS, the parties desire that, upon the terms and subject to the conditions contained herein, the Com |
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| August 22, 2022 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 15, 2022 Digerati Technologies, Inc. (Exact Name of Registrant as Specified in its Charter) Nevada (State or other jurisdiction of incorporation) Nevada 001-15687 74-2849995 (St |
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| June 21, 2022 |
Exhibit 10.3 FORBEARANCE AGREEMENT AND THIRD AMENDMENT TO CREDIT AGREEMENT This Forbearance Agreement and Third Amendment to Credit Agreement dated as of June 13, 2022 (this ?Agreement?), is by and among T3 COMMUNICATIONS, INC., a Nevada corporation (the ?Company?), T3 COMMUNICATIONS, INC., a Florida corporation (?T3FL?), SHIFT8 NETWORKS, INC., a Texas Corporation (?Shift8?), NEXOGY, INC., a Flori |
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| June 21, 2022 |
Certificate of Correction to the Series A Convertible Preferred Stock Certificate of Designation. CERTIFICATE OF THE DESIGNATION, PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES A CONVERTIBLE PREFERRED STOCK OF DIGERATI TECHNOLOGIES, INC. |
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| June 21, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 30, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-15687 DIGERATI T |
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| June 15, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 Expires: March 31, 2023 Estimated average burden hours per response ... 2.50 SEC FILE NUMBER 001-15687 CUSIP NUMBER (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: April 30, 2022 ? Tra |
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| March 17, 2022 |
Exhibit 4.5 FIRST AMENDMENT TO CREDIT AGREEMENT This First Amendment to Credit Agreement (this ?Amendment?), dated as of December 20, 2021 (the ?First Amendment Closing Date?), is by and among T3 COMMUNICATIONS, INC., a Nevada corporation (the ?Company?), the subsidiary guarantors identified on the signature pages hereto (each a ?Guarantor? and collectively, the ?Guarantors?; the Company and the G |
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| March 17, 2022 |
Amended and Restated Term Loan A Note, dated December 20, 2021. Exhibit 4.6 AMENDED AND RESTATED TERM LOAN A NOTE December 20, 2021 $22,168,515.30 Stamford, Connecticut The undersigned, for value received, promises to pay to the order of POST ROAD SPECIAL OPPORTUNITY FUND II LP, a Delaware limited partnership (the ?Lender?), at the principal office of Post Road Administrative LLC (the ?Administrative Agent?) in Stamford, Connecticut the aggregate unpaid amount |
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| March 17, 2022 |
Exhibit 4.4 NOTES: (1) LUCAS VENTURES FOR $230,000 (2) LGH INVESTMENTS LLC FOR $230,000 NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ? |
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| March 17, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended January 31, 2022. or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-15687 DIGERAT |
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| February 11, 2022 |
Exhibit 99.3 DIGERATI TECHNOLOGIES, INC. AND NEXT LEVEL INTERNET, INC. Unaudited Pro Forma Consolidated Balance Sheet and Unaudited Pro Forma Consolidated Statements of Operations On February 4, 2022, our indirect, wholly owned subsidiary, T3 Communications, Inc., a Nevada corporation (?T3 Nevada?, ?T3?), executed and closed on a Equity Purchase Agreement (the ?Equity Purchase Agreement?) with Nex |
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| February 11, 2022 |
Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 4, 2022 Digerati Technologies, Inc. (Exact Name of Registrant as Specified in its Charter) Nevada (State or Other Jurisdiction of Incorporation) 001-15687 74-2849995 (Commis |
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| February 11, 2022 |
Exhibit 99.1 Next Level Internet, Inc. Audited Financial Statements As of and For the Years Ended July 31, 2021 and 2020 Next Level Internet, Inc. Table of Contents July 31, 2021 and 2020 Page Independent Auditor?s Report 1 Financial Statements Balance Sheets 2 Statements of Operations 3 Statements of Stockholders? Deficit 4 Statements of Cash Flows 5 Notes to Financial Statements 6-19 INDEPENDENT |
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| February 11, 2022 |
Exhibit 99.2 Next Level Internet, Inc. Financial Statements As of October 31, 2021 and July 31, 2021 and for the three months ended October 31, 2021 and 2020 Next Level Internet, Inc. Table of Contents Page Independent Accountant?s Review Report 1 Financial Statements Balance Sheets 2 Statements of Operations 3 Statements of Stockholders? Deficit 4 Statements of Cash Flows 5 Notes to Financial Sta |
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| February 10, 2022 |
Exhibit 4.3 CERTAIN INFORMATION IDENTIFIED WITH THE FOLLOWING MARK: [***] HAS BEEN OMITTED FROM THIS EXHIBIT BECAUSE IT IS BOTH (i) NOT MATERIAL AND (ii) WOULD LIKELY BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. TERM LOAN C NOTE February [], 2022 $10,000,000.00 Stamford, Connecticut The undersigned, for value received, promises to pay to the order of POST ROAD SPECIAL OPPORTUNITY FUND II LP, a |
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| February 10, 2022 |
Exhibit 10.2 CERTAIN INFORMATION IDENTIFIED WITH THE FOLLOWING MARK: [***] HAS BEEN OMITTED FROM THIS EXHIBIT BECAUSE IT IS BOTH (i) NOT MATERIAL AND (ii) WOULD LIKELY BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED JOINDER AND SECOND AMENDMENT TO CREDIT AGREEMENT This Joinder and Second Amendment to Credit Agreement (this ?Amendment?), dated as of February 4, 2022, is by and among T3 COMMUNICATION |
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| February 10, 2022 |
EX-99.1 7 ea155302ex99-1digerati.htm PRESS RELEASE DATED FEBRUARY 8, 2022 Exhibit 99.1 Digerati Closes Acquisition of NextLevel Internet – Expands Reach of Digerati’s Cloud Communications and Broadband Solutions To Include Strong West Coast Presence, Specifically California - – Expected to be Accretive to Earnings and Add Over $13 Million in Annual Revenue, Increasing Digerati’s Consolidated Annua |
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| February 10, 2022 |
Exhibit 10.1 EQUITY PURCHASE AGREEMENT This EQUITY PURCHASE AGREEMENT (?Agreement?), dated as of February 4, 2022, is by and among The Jerry and Lisa Morris Revocable Trust dated November 18, 2002 (?Morris?), Jeffrey Posner (?Posner? and each of Morris and Posner, a ?Seller? and collectively, the ?Sellers?), DIGERATI TECHNOLOGIES, INC., a Nevada corporation (?Parent?), and T3 COMMUNICATIONS, INC., |
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| February 10, 2022 |
Exhibit 4.1 CERTAIN INFORMATION IDENTIFIED WITH THE FOLLOWING MARK: [***] HAS BEEN OMITTED FROM THIS EXHIBIT BECAUSE IT IS BOTH (i) NOT MATERIAL AND (ii) WOULD LIKELY BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. THIS INSTRUMENT AND THE RIGHTS AND OBLIGATIONS EVIDENCED HEREBY ARE SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN SUBORDINATION AGREEMENT (AS AMENDED, RESTATED, |
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| February 10, 2022 |
Exhibit 4.2 THIS INSTRUMENT AND THE RIGHTS AND OBLIGATIONS EVIDENCED HEREBY ARE SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN SUBORDINATION AGREEMENT (AS AMENDED, RESTATED, AMENDED AND RESTATED, SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME IN ACCORDANCE WITH THE TERMS THEREOF, THE ?SUBORDINATION AGREEMENT?), DATED AS OF February 4, 2022 AMONG The Jerry and Lisa Morr |
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| February 10, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 4, 2022 Digerati Technologies, Inc. (Exact Name of Registrant as Specified in its Charter) Nevada (State or Other Jurisdiction of Incorporation) 001-15687 74-2849995 (Commissi |
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| January 21, 2022 |
Exhibit 99.3 DIGERATI TECHNOLOGIES, INC. AND SKYNET TELECOM, LLC. Unaudited Pro Forma Consolidated Balance Sheet and Unaudited Pro Forma Consolidated Statements of Operations On December 31, 2021, our indirect, wholly owned subsidiary, Shift8 Networks, Inc., a Texas corporation (?Shift8?), executed and closed on an Asset Purchase Agreement (the ?Purchase Agreement?) with Skynet Telecom LLC, a Texa |
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| January 21, 2022 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) December 31, 2021 Digerati Technologies, Inc. (Exact Name of Registrant as Specified in its Charter) Nevada (State or Other Jurisdiction of Incorporation) 001-15687 74-2849995 (Commi |
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| January 21, 2022 |
Skynet TElecom, LLC Audited Financial Statements July 31, 2021 Exhibit 99.1 Financial Statements and Supplementary Data. Skynet TElecom, LLC Audited Financial Statements July 31, 2021 ADKF, P.C. Certified Public Accountants Skynet TElecom, LLC Table of Contents July 31, 2021 Page Audited Financial Statements Independent Auditor?s Report 1 Balance Sheet as of July 31, 2021 2 Statement of Operations for the year ended July 31, 2021 3 Statement of Changes in Mem |
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| January 21, 2022 |
Skynet TElecom, LLC Reviewed Financial Statements October 31, 2021 Exhibit 99.2 Financial Statements and Supplementary Data. Skynet TElecom, LLC Reviewed Financial Statements October 31, 2021 ADKF, P.C. Certified Public Accountants Skynet TElecom, LLC Table of Contents October 31, 2021 Page Reviewed Financial Statements Independent Accountant?s Review Report 1 Balance Sheets as of October 31, 2021 and July 31, 2021 2 Statements of Operations for the three months |
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| January 13, 2022 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 13, 2022 Digerati Technologies, Inc. (Exact name of registrant as specified in its charter) Nevada 001-15687 74-2849995 (State or other Jurisdiction of Incorporation) (Commiss |
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| January 13, 2022 |
Digerati Technologies Posts Updated Investor Presentation on its Corporate Website Exhibit 99.2 Digerati Technologies Posts Updated Investor Presentation on its Corporate Website SAN ANTONIO, TX (GlobeNewswire) ? January 13, 2022 ? ? Digerati Technologies, Inc. (OTCQB: DTGI) (?Digerati? or the ?Company?), a provider of cloud services specializing in UCaaS (Unified Communications as a Service) solutions for the small to medium-sized business (?SMB?) market, announced today that i |
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| January 13, 2022 |
EX-99.1 2 ea153961ex99-1digerati.htm INVESTOR PRESENTATION DATED JANUARY 2022 Exhibit 99.1 INVESTOR PRESENTATION January 2022 Unified Communications as a Service (UCaaS) SAFE H A RB O R 2 This presentation is for discussion purposes only . Certain material is based upon third party information that we consider reliable, but we do not represent that it is accurate or complete, and it should not be |
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| January 6, 2022 |
EX-10.1 2 ea153588ex10-1digerati.htm ASSET PURCHASE AGREEMENT, DATED DECEMBER 31, 2021, BY AND BETWEEN SKYNET TELECOM LLC, SHIFT8 NETWORKS, INC., DIGERATI TECHNOLOGIES, INC, PAUL GOLIBART, AND JERRY OU Exhibit 10.1 CERTAIN INFORMATION IDENTIFIED WITH THE FOLLOWING MARK: [***] HAS BEEN OMITTED FROM THIS EXHIBIT BECAUSE IT IS BOTH (i) NOT MATERIAL AND (ii) WOULD LIKELY BE COMPETITIVELY HARMFUL IF PU |
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| January 6, 2022 |
EX-10.3 4 ea153588ex10-3digerati.htm EMPLOYMENT AGREEMENT, DATED DECEMBER 31, 2021, BY AND BETWEEN SHIFT8 NETWORKS,INC. AND JERRY OU Exhibit 10.3 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this “Agreement”), dated as of December 31, 2021 (“Effective Date”), is by and SHIFT8 NETWORKS, INC., a Texas corporation (the “Company”), and JERRY OU (“Employee”). WHEREAS, SKYNET TELECOM, LLC (the “Selle |
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| January 6, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): December 31, 2021 Digerati Technologies, Inc. (Exact name of Registrant as specified in its charter) Nevada 001-15687 74-2849995 (State or other jurisdiction of incorporation) (Co |
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| January 6, 2022 |
Exhibit 99.1 Digerati Closes Acquisition of SkyNet Telecom ? Expands Cloud Communication and Broadband Solutions Footprint in Texas ? ? Adds $3.4 Million in Annual Revenue ? SAN ANTONIO, TX (GlobeNewswire) ? January 5, 2022 ? Digerati Technologies, Inc. (OTCQB: DTGI) (?Digerati? or the ?Company?), a provider of cloud services specializing in UCaaS (Unified Communications as a Service) solutions fo |
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| January 6, 2022 |
Exhibit 10.2 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this ?Agreement?), dated as of December 31, 2021 (?Effective Date?), is by and SHIFT8 NETWORKS, INC., a Texas corporation (the ?Company?), and PAUL GOLIBART (?Employee?). WHEREAS, SKYNET TELECOM, LLC (the ?Seller?), the Company, DIGERATI TECHNOLOGIES, INC., Jerry Ou and Employee have entered into that certain Asset Purchase Agreement dat |
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| December 23, 2021 |
Entry into a Material Definitive Agreement UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) December 20, 2021 Digerati Technologies, Inc. (Exact Name of Registrant as Specified in its Charter) Nevada (State or Other Jurisdiction of Incorporation) 001-15687 74-2849995 (Commiss |
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| December 21, 2021 |
Assignment, dated December 20, 2021, executed by Post Road Special Opportunity Fund II LP. EX-99.1 2 ea152698ex99-1post2.htm ASSIGNMENT, DATED DECEMBER 20, 2021, EXECUTED BY POST ROAD SPECIAL OPPORTUNITY FUND II LP. Exhibit 99.1 ASSIGNMENT (To be executed only upon the assignment of the attached Warrant) FOR VALUE RECEIVED, the undersigned registered holder of the attached Warrant hereby sells, assigns and transfers unto Post Road Special Opportunity Fund II Offshore LP, whose address i |
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| December 21, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* DIGERATI TECHNOLOGIES, INC. (Name of Issuer) COMMON STOCK, PAR VALUE $0.001 PER SHARE (Title of Class of Securities) 25375L206 (CUSIP Number) Michael Bogdan Post Road Special Opportunity Fund II LP 2 Landmark Square, Suite 207 Stamford, Connecticut 06901 |
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| December 14, 2021 |
Convertible Promissory Note for $150,000 with Tysadco Partners, LLC. dated October 22, 2021. Exhibit 4.3 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS. CONVE |
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| December 14, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 31, 2021. or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-15687 DIGERAT |
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| November 2, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ? Preliminary Information Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ? Definitive Information Statement DIGERATI TECHNOLOGIES, INC. (Name of |
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| October 26, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (mark one) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended July 31, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-15687 DIGERATI TECHNOLOG |
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| October 26, 2021 |
Exhibit 10.5 SETTLEMENT AGREEMENT AND MUTUAL RELEASE This Settlement Agreement and Mutual Release (the ?Agreement?) is made and entered into and effective this 21st day of September, 2021, by and between Carolina Financial Securities, LLC (?CFS?) and T3 Communications. Inc. The aforementioned entities are referred to herein as the ?Parties? and each individually as a ?Party.? BACKGROUND The Partie |
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| October 26, 2021 |
Exhibit 4.1 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS. CONVE |
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| October 26, 2021 |
Exhibit 4.2 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS. CONVE |
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| October 26, 2021 |
Exhibit 21.1 Digerati Technologies, Inc. Subsidiary List 1. T3 Communications, Inc., a Nevada Corporation 2. Shift8 Networks, Inc. d/b/a T3 Communications, Inc., a Texas Corporation 3. T3 Communications, Inc., a Florida Corporation 4. Nexogy, Inc., a Florida Corporation |
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| October 26, 2021 |
Exhibit 4.3 Digerati Technologies, Inc. Description of Securities General We are authorized to issue an aggregate of 500,000,000 shares of common stock, $0.001 par value per share and 50,000,000 shares of preferred stock in one or more series and to fix the voting powers, preferences and other rights and limitations of the preferred stock. As of October 25, 2021, we had 138,838,039 shares of commo |
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| October 4, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ? Preliminary Information Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ? Definitive Information Statement DIGERATI TECHNOLOGIES, INC. (Name of |
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| September 14, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ? Preliminary Information Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ? Definitive Information Statement DIGERATI TECHNOLOGIES, INC. (Name of |
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| August 11, 2021 |
Subsidiaries of the Registrant Exhibit 21.1 SUBSIDIARIES Digerati Technologies, Inc., a Nevada corporation, had the subsidiaries shown below as of August 2, 2021. Digerati Technologies, Inc. is not a subsidiary of any other entity. Name Jurisdiction T3 Communications, Inc. Nevada Nexogy, Inc. (wholly owned subsidiary of T3 Communications, Inc. chartered in Nevada) Florida T3 Communications, Inc. (wholly owned subsidiary of T3 C |
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| August 11, 2021 |
As filed with the Securities and Exchange Commission on August 11, 2021 As filed with the Securities and Exchange Commission on August 11, 2021 Registration Statement No. |
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| July 26, 2021 |
NEXOGY, INC. Index to Financial Statements July 31, 2020, and 2019 Exhibit 99.1 Financial Statements and Supplementary Data. NEXOGY, INC. Index to Financial Statements July 31, 2020, and 2019 Page 2 Report of Independent Registered Public Accounting Firm Page 3 Balance Sheets as of July 31, 2020, and 2019 Page 4 Statements of Operations for the years ended July 31, 2020, and 2019 Page 5 Statements of Stockholders? Deficit for the years ended July 31, 2020, and 20 |
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| July 26, 2021 |
Exhibit 99.3 DIGERATI TECHNOLOGIES, INC. AND NEXOGY, INC. Unaudited Pro Forma Consolidated Balance Sheet and Unaudited Pro Forma Consolidated Statements of Operations On November 17, 2020, Digerati Technologies, Inc. (the ?Company? ?Digerati?), through Nexogy Acquisition, Inc., a Florida Corporation, a wholly owned subsidiary of T3 Communications, Inc. (?T3 Nevada?), a Digerati subsidiary, merged |
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| July 26, 2021 |
Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 17, 2020 Digerati Technologies, Inc. (Exact Name of Registrant as Specified in its Charter) Nevada (State or Other Jurisdiction of Incorporation) 001-15687 74-2849995 (Commi |
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| July 26, 2021 |
NEXOGY, INC. Unaudited Financial Statements For the Three Months Ended October 31, 2020 EX-99.2 3 ea144699ex99-2digerati.htm UNAUDITED FINANCIAL STATEMENTS OF NEXOGY, INC. FOR THE THREE MONTHS ENDED OCTOBER 31, 2020, AND 2019 Exhibit 99.2 NEXOGY, INC. Unaudited Financial Statements For the Three Months Ended October 31, 2020 NEXOGY, INC. BALANCE SHEETS (Unaudited) (In thousands) October 31, July 31, 2020 2020 ASSETS CURRENT ASSETS: Cash and cash equivalents $ 177 $ 479 Accounts recei |
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| July 16, 2021 |
Exhibit 99.2 ACTIVESERVE, INC. Unaudited Financial Statements For the Three Months Ended October 31, 2020 ACTIVESERVE, INC. BALANCE SHEETS (Unaudited) (In thousands) October 31, July 31, 2020 2020 ASSETS CURRENT ASSETS: Cash and cash equivalents $ 325 $ 424 Accounts receivable, net 26 57 Prepaid and other current assets 114 27 Total current assets 465 508 LONG-TERM ASSETS: Intangible assets, net 1 |
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| July 16, 2021 |
Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets 8-K/A 1 ea144298-8ka1digeratitec.htm AMENDMENT NO. 1 TO FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 17, 2020 Digerati Technologies, Inc. (Exact Name of Registrant as Specified in its Charter) Nevada (State or |
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| July 16, 2021 |
ACTIVESERVE, INC. Index to Financial Statements July 31, 2020 Exhibit 99.1 Financial Statements and Supplementary Data. ACTIVESERVE, INC. Index to Financial Statements July 31, 2020 Page 2 Report of Independent Registered Public Accounting Firm Page 3 Balance Sheet as of July 31, 2020 Page 4 Statement of Operations for the year ended July 31, 2020 Page 5 Statement of Stockholders? Equity for the year ended July 31, 2020 Page 6 Statement of Cash Flows for the |
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| July 16, 2021 |
Exhibit 99.3 DIGERATI TECHNOLOGIES, INC. AND ACTIVESERVE, INC. Unaudited Pro Forma Consolidated Balance Sheet and Unaudited Pro Forma Consolidated Statements of Operations On November 17, 2020, Digerati Technologies, Inc. (the ?Company?), through its subsidiary, T3 Communications, Inc., a Florida corporation (?T3 Florida?), executed and closed on an Asset Purchase Agreement (the ?Purchase Agreemen |
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| July 13, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* DIGERATI TECHNOLOGIES, INC. (Name of Issuer) COMMON STOCK, PAR VALUE $0.001 PER SHARE (Title of Class of Securities) 25375L206 (CUSIP Number) Michael Bogdan Post Road Special Opportunity Fund II LP 2 Landmark Square, Suite 207 Stamford, Connecticut 06901 |
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| July 13, 2021 |
Assignment, dated July 13, 2021, executed by Post Road Special Opportunity Fund II LP. Exhibit 99.1 ASSIGNMENT (To be executed only upon the assignment of the attached Warrant) FOR VALUE RECEIVED, the undersigned registered holder of the attached Warrant hereby sells, assigns and transfers unto Post Road Special Opportunity Fund II Offshore LP, whose address is c/o Post Road Administrative LLC, 2 Landmark Square, Suite 207, Stamford, Connecticut 06901, all of the rights of the under |
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| July 13, 2021 |
EX-99.3 3 ea14412113da2ex99-3digerati.htm WARRANT, DATED MARCH 15, 2021, AND EFFECTIVE AS OF NOVEMBER 17, 2020, ISSUED BY DIGERATI TECHNOLOGIES, INC. TO POST ROAD SPECIAL OPPORTUNITY FUND II LP Exhibit 99.3 THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR QUALIFIED UNDER ANY STATE OR FORE |
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| June 22, 2021 |
EX-99.1 2 ea143109ex99-1digeratitech.htm INVESTOR PRESENTATION DATED JUNE 2021 Exhibit 99.1 INVESTOR PRESENTATION June 2021 Unified Communications as a Service (UCaaS) SAFE HARBOR This presentation is for discussion purposes only. Certain material is based upon third party information that we consider reliable, but we do not represent that it is accurate or complete, and it should not be relied up |
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| June 22, 2021 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 22, 2021 Digerati Technologies, Inc. (Exact name of registrant as specified in its charter) Nevada 001-15687 74-2849995 (State or other Jurisdiction of Incorporation) (Commission |
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| June 22, 2021 |
Digerati Technologies Posts Investor Presentation on its Corporate Website Exhibit 99.2 Digerati Technologies Posts Investor Presentation on its Corporate Website SAN ANTONIO, TX (GlobeNewswire) ? June 22, 2021 ? ? Digerati Technologies, Inc. (OTCQB: DTGI) (?Digerati? or the ?Company?), a provider of cloud services specializing in UCaaS (Unified Communications as a Service) solutions for the small to medium-sized business (?SMB?) market, is pleased to announce that it ha |
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| June 9, 2021 |
Convertible Promissory Note for $113,000 with Lucas Ventures, LLC. dated April 15, 2021 Exhibit 4.14 NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSU |
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| June 9, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 30, 2021. or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-15687 DIGERATI |
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| June 9, 2021 |
Securities Purchase Agreement for $113,000 with Lucas Ventures, LLC. dated April 15, 2021. Exhibit 10.6 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (this ?Agreement?), dated as of April 15, 2021, is entered into by and between Digerati Technologies, Inc., a Nevada corporation, (the ?Company?), and Lucas Ventures, LLC, a Arizona limited liability company (the ?Buyer?). A. The Company and the Buyer are executing and delivering this Agreement in reliance upon the exemp |
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| June 9, 2021 |
Convertible Promissory Note for $250,000 with Tysadco Partners, LLC. dated April 14, 2021. Exhibit 4.13 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS. CONV |
