GZ6G Technologies Issues Statement Regarding Promotion of Unauthorized Actions | News


LAS VEGAS, May 04, 2022 (GLOBE NEWSWIRE) — GZ6G Technologies Corp. (OTCQB: GZIC), a provider of enterprise smart solutions for cities, stadiums, universities and other large venues, today released a statement regarding a promotion of unauthorized actions it recently took awareness.

1. Summarizing the Company’s understanding of promotional activities, please see the following: a. The Company became aware of an unauthorized share promotion on April 27, 2022, via an email from OTC Markets. Following the campaign, OTC Markets Group added a stock promotion icon to the trading symbol of GZ6G. b. The promotional activity created an increase in trading in the market and caused the stock to fall below $1.00. vs. The company has learned that the stock promotion is handled by the following three entities: StockStreetWire, StockWireNews and SmallCapFirm, all owned by SWN Media LLC. The Company had no knowledge of this promotion and did not enter into any agreement with any of the three entities, nor with SWN Media LLC. It appears that each of the three entities has entered into agreements with Awareness Consulting Network, LLC to publicly disseminate information about GZIC, via website, email and text messages beginning 04/26/2022 and ending 27/27 /04/2022. SWN Media received $2,500 for each broadcast. The Company has no knowledge of Awareness Consulting Network, LLC and has not entered into any agreement with Awareness Consulting Network, LLC. Promotional material generally refers to press releases that the Company has issued and invites interested parties to view the articles. The Company has contacted each of the email addresses listed in the promotional materials; however, he has yet to receive a response. The Company does not endorse, support or encourage third party promotions related to the Company, its stock or the performance of its stock.

2. In accordance with the OTC’s guidelines regarding “Promotion of Shares: Best Practices for Issuers”, the Company has conducted a thorough investigation of its management, employees and consultants, and has determined that none have been or is currently involved in the promotion of shares, nor has any security sold or purchased by the Company during the period before, during or after the promotional activity. In addition, the Company recently participated in a Disclosure Training Session led by Pondel Wilkinson, the Company’s Investor Relations Advisor. Moreover, none had editorial control over the content of promotional activities. 3. The Company does not believe that the information provided in the promotional materials is materially misleading. 4. Upon investigation of management, directors and control persons, its officers, directors, any controlling shareholders (defined as shareholders holding 10% or more of the securities of the company) or any third party service providers have confirmed that ‘they had not been involved, directly or indirectly, in any way (including payment to any third party) in the creation, distribution or payment of promotional materials relating to the Company and its securities. 5. After investigation of management, directors, controlling persons and third party service providers, the Company, its officers, directors and any controlling shareholders or third party service providers, it has been determined that none has sold or purchased the securities of the Company during the last 90 days. 6. In the past twelve months, the Company has entered into two agreements with investor relations and professional relations firms. In November 2021, the Company entered into an Investor Relations Engagement Agreement with Pondel Wilkinson, Inc. In March 2022, the Company entered into a Professional Relations and Advisory Agreement with Acorn Management Partners, LLC. the public dissemination of information regarding GZIC via website, email, or SMS, neither of these third-party advisers has bought or sold any stock in the past ninety last days.

7. The Company has issued shares and/or convertible instruments allowing conversion into equity securities at prices constituting a discount to the prevailing market price at the time of issue: a. On December 21, 2020, the Company entered into a stock purchase agreement with Brian Scott Hale in which Mr. Hale purchased 600,000 shares at $0.25 per share; On January 11, 2021, 600,000 subordinate common shares were issued to Mr. Hale. b. On December 21, 2020, the Company entered into a loan agreement with eSilkroad Networks Ltd., in the amount of $450,000; on April 6, 2021, the Company and eSilkroad entered into an extension of the loan agreement in the amount of $1,000,000, from which the Company received proceeds of $1,200,000. Ruben Yakubov is the controlling person of eSilkroad. The terms of the loan agreement provide that funds received under the agreement may be converted into common stock of the company at $0.19 per share, a portion of which has been registered in a Form S-1. vs. In addition, the Company currently has an effective S-1 registration statement allowing it to receive funds up to $5,000,000 in exchange for shares at a purchase price of $0.30 per share in pursuant to a share purchase agreement entered into on April 25, 2021, with World Amber Corporation. The Company has issued “notices of sale” in the amount of $100,000 to date, and 333,333 shares have been issued under this effective S-1 registration statement. This S-1 took effect on September 27, 2021. Yohanan Aharon is the controlling person of World Amber Corporation. D. In addition, the Company filed an S-1 registration statement on January 25, 2022 to enable it to receive funds up to $10,000,000 from Mast Hill Fund, LP (“MHFLP”) in exchange for shares at purchase price of $2.00 per share. The actual amount of proceeds we receive pursuant to each sale notice (each, the “Sale Amount”) is determined by multiplying the requested sale amount by the applicable purchase price. The purchase price for each of the Selling Shares is equal to 90% of the “Market Price”, which is defined as the average of the two (2) lowest volume-weighted average prices of our Common Shares during of the evaluation period. The Valuation Period is the seven (7) trading days immediately following the date on which MHFLP receives the Sell Shares in its brokerage account. This S-1 registration statement is not yet effective. Patrick Hassani is the controlling person of Mast Hill Fund, LP

Each of the S-1 registration statements described above includes a table indicating the possible dilution of the currently issued and outstanding shares of GZ6G Technologies if all of the registered shares are issued and/or sold.

In addition, and pursuant to OTC guidelines, the Company invites investors to review its registration statements on Form S-1 filed with the SEC and available at www.sec.gov. In these Form S-1 filings, the Company disclosed the notes outstanding, the registration of certain securities underlying certain of these notes and the issuance of unregistered securities.

e. On November 3, 2021, the Company entered into a promissory note, in the amount of $560,000, with Mast Hill Fund, LP (Patrick Hassani, control person), which can be converted into common shares at $1.00 per share. F. On November 20, 2021, the Company issued a common stock purchase warrant to Mast Hill Fund, LP, which, when exercised, allows the purchase of 560,000 common shares at $1.00 per share . g. On November 11, 2021, the Company issued a common stock purchase warrant to JH Darbie & Co., Inc. (Xavier Vicuna, Vice Chairman), which, when exercised, allows for the purchase of 10,487 common stock at $1.00 per share. h. On December 16, 2021, the Company entered into a promissory note, in the amount of $560,000, with Talos Victory Fund, LLC (Thomas Silverman, control person), which can be converted into common shares at $1.00 per share. I. On December 16, 2021, the Company issued a common stock purchase warrant to Talos Victory Fund, LLC, which, when exercised, allows for the purchase of 560,000 common shares at $1.00 per share. J. On April 4, 2022, the Company entered into a promissory note in the amount of $365,000 with Mast Hill Fund, LP which is convertible into 365,000 shares, at $1.00 per share. k. On April 4, 2022, the Company issued a common stock purchase warrant to Mast Hill Fund, LP, which, when exercised, allows the purchase of 365,000 common shares at $1.00 per share.

The Company encourages investors to rely only on information filed and publicly disclosed by the Company and its authorized investor relations team.

About GZ6G Technologies GZ6G Technologies provides smart digital technologies through its proprietary platform to deliver 5G and Wi-Fi 6 technology applications to large venues, including stadiums and universities, and municipalities nationwide . Through a family of four business units, the company advises on critical decisions about how best to store, process and protect data, upgrade facilities and building operations with emerging wireless and IoT applications. , and help create new revenue streams and profit centers. For more information, visit www.gz6g.com.

Safe Harbor Statement In addition to historical information, this press release may contain statements that constitute forward-looking statements, including, but not limited to, the Company’s ability to provide robust solutions to a growing customer base. Forward-looking statements in this press release include the intention, belief or expectations of the company and members of its management team regarding the company’s future business operations, including comments about its ability to implement strategic growth plans and to attract customers profile and the assumptions on which these statements are based. Potential investors are cautioned that these forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those contemplated by these forward-looking statements. Factors that could cause these differences include, but are not limited to, failure to achieve anticipated sales during negotiation, lack of revenue growth, customer dropouts, failure to achieve improvements performance, efficiency and profitability, and adverse developments in litigation or increased litigation costs, the operation or performance of the Company’s business units or the market price of its common stock. Other factors that would cause actual results to differ materially from those contemplated in this press release may also be found in the Company’s filings with the Securities and Exchange Commission and on the Company’s website. GZ6G Technologies disclaims any responsibility for updating forward-looking statements.

For more information contact:

Coleman Smith, GZ6G Technologies Corp. [email protected]

Investor Relations Roger Pondel/Laurie Berman, PondelWilkinson Inc. [email protected] 310-279-5980


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