CAPITAL STOCK

3 Months Ended

Sep. 30, 2025

Equity [Abstract]

CAPITAL STOCK

NOTE H - CAPITAL STOCK

Preferred Stock

Series N Preferred Stock

On June 25, 2024, the Company filed a Certificate of Designations, Rights, Preferences and Limitations for a newly designated Series N Preferred Stock, par value $0.01. The designation of the new Series N Preferred Stock was approved by the Board of Directors on May 31, 2024. The Company is authorized to issue two million (2,000,000) shares of the Series N Preferred Stock. At September 30, 2025 and June 30, 2025, the Company has 1,989,500 and 1,989,500 shares of Series N Preferred Stock issued and outstanding, respectively.

Dividends. The holders of Series N Preferred Stock shall be entitled to receive dividends when, as and if declared by the Board of Directors, in its sole discretion.

Voting.

a) Except as otherwise provided herein, each outstanding share of Series N Preferred Stock shall have 1,000 votes per share (and, for the avoidance of doubt, each fraction of a share of Series N Preferred Stock shall have a ratable number of votes). The outstanding shares of Series N Preferred Stock shall vote together with the outstanding shares of Class A Common Stock, par value $0.0001 per share (the “Common Stock”), of the Corporation as a single class exclusively with respect to any matters brought before shareholders for a vote except to the extent required under the DGCL.

Conversion Rights.

a) Outstanding. If at least one share of Series N Preferred Stock is issued and outstanding, then the total aggregate issued shares of Series N Preferred Stock at any given time, regardless of their number, shall be convertible into the number of shares of Common Stock defined below.

b) Method of Conversion.

i) Procedure- Before any holder of Series N Preferred Stock shall be entitled to convert the same into shares of Common Stock, such holder shall surrender the certificate or certificates therefore, duly endorsed, at the office of the Company or of any transfer agent for the Series N Preferred Stock, and shall give written notice 5 business days prior to date of conversion to the Company at its principal corporate office, of the election to convert the same and shall state therein the name or names in which the certificate or certificates for shares of common stock are to be issued. The Company shall, within five business days, issue and deliver at such office to such holder of Series N Preferred Stock, or to the nominee or nominees of such holder, a certificate or certificates for the number of shares of common stock to which such holder shall be entitled as aforesaid. Conversion shall be deemed to have been effected on the date when delivery of notice of an election to convert and certificates for shares is made, and such date is referred to herein as the “Conversion Date.”

c) Conversion Rate. The shares of Series N Preferred stock may be converted into shares of Common Stock at a fixed conversion price of $0.50.

GLOBAL TECHNOLOGIES, LTD

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended September 30, 2025 and 2024

(Unaudited)

NOTE H - CAPITAL STOCK (cont’d)

d) Adjustments to Conversion Rate.

i) Subdivisions, Combinations, or Consolidations of Common Stock. In the event the outstanding shares of common stock shall be subdivided, combined or consolidated, by stock split, stock dividend, combination or like event, into a greater or lesser number of shares of common stock after the effective date of this Certificate of Designation, the Series N Conversion Rate shall not be effected.

ii) Adjustment for Common Stock Dividends and Distributions. If the Company at any time subdivides, combines or consolidates the outstanding shares of common stock as contemplated by Section 4(g), in each such event the Series N Conversion Rate shall not be effected.

iii) Reclassifications and Reorganizations. In the case, at any time after the date hereof, of any capital reorganization, merger or any reclassification of the stock of the Company (other than solely as a result of a stock dividend or subdivision, split-up or combination of shares), the Series N Conversion Rate then in effect shall, concurrently with the effectiveness of such reorganization or reclassification, be proportionately adjusted and the terms of the Series N Preferred Stock shall be deemed amended such that the shares of the Series N Preferred Stock shall, after such reorganization or reclassification, be convertible into the kind and number of shares of stock or other securities or property of the Company or otherwise to which such holder would have been entitled if immediately prior to such reorganization or reclassification, the holder’s shares of the Series N Preferred Stock had been converted into common stock. The provisions of this Section shall similarly apply to successive reorganizations or reclassifications.

iv) Distributions Other Than Cash Dividends Out of Retained Earnings. If the Company shall declare a cash dividend upon its common stock payable otherwise than out of retained earnings or shall distribute to holders of its common stock shares of its capital stock (other than shares of Common Stock and other than as otherwise would result in an adjustment pursuant to this Section, stock or other securities of other persons, evidences of indebtedness issued by the Company or other persons, assets (excluding cash dividends) or options or rights (excluding options to purchase and rights to subscribe for common stock or other securities of the Company convertible into or exchangeable for Common Stock), then, in each such case, provision shall be made so that the holders of Series N Preferred Stock shall receive upon conversion thereof, in addition to the number of shares of Common Stock receivable thereupon, the amount of securities of the Company and other property which they would have received had their Series N Preferred Stock been converted into common stock on the date of such event and had they thereafter, during the period from the date of such event to and including the date of conversion, retained such securities and other property receivable by them as aforesaid during such period, subject to all other adjustments called for during such period under this Section with respect to the rights of the holders of the Series N Preferred Stock.

Series P Preferred Stock

On September 5, 2025, the Company filed a Certificate of Designations, Rights, Preferences and Limitations for a newly designated Series P Preferred Stock, par value $0.01. The designation of the new Series P Preferred Stock was approved by the Board of Directors on August 20, 2025. The Company is authorized to issue seven hundred fifty thousand (750,000) shares of the Series P Preferred Stock. At September 30, 2025 and June 30, 2025, the Company has 200,000 and 0 shares of Series P Stock Preferred Stock issued and outstanding, respectively.

Each share of Series P Preferred Stock is convertible into one share of Class A Common Stock at the option of the holder, has voting rights equal to 1000 votes per share, a six-month lock-up period, and a liquidation preference senior to common stock and junior to Series N Preferred Stock. Holders are also entitled to receive quarterly revenue share distributions equal to 5% of the net revenue of Primecare Supply, LLC and PulseAi; and 5% of the gross revenue of GTLL Advisory Group, LLC until each holder has received 200% of their original investment.

GLOBAL TECHNOLOGIES, LTD

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended September 30, 2025 and 2024

(Unaudited)

NOTE H - CAPITAL STOCK (cont’d)

Common Stock

Class A and Class B:

Identical Rights. Except as otherwise expressly provided in ARTICLE FIVE of the Company’s Amended and Restated Certificate of Incorporation dated August 13, 1999, all Common Shares shall be identical and shall entitle the holders thereof to the same rights and privileges.

Stock Splits. The Corporation shall not in any manner subdivide (by any stock split, reclassification, stock dividend, recapitalization, or otherwise) or combine the outstanding shares of one class of Common Shares unless the outstanding shares of all classes of Common Shares shall be proportionately subdivided or combined.

Liquidation Rights. Upon any voluntary or involuntary liquidation, dissolution, or winding up of the affairs of the Corporation, after payment shall have been made to holders of outstanding Preferred Shares, if any, of the full amount to which they are entitled pursuant to the Certificate of Incorporation, the holders of Common Shares shall be entitled, to the exclusion of the holders of the Preferred Shares, if any, to share ratably, in accordance with the number of Common Shares held by each such holder, in all remaining assets of the Corporation available for distribution among the holders of Common Shares, whether such assets are capital, surplus, or earnings. For the purposes of this paragraph, neither the consolidation or merger of the Corporation with or into any other corporation or corporations in which the stockholders of the Corporation receive capital stock and/or securities (including debt securities) of the acquiring corporation (or of the direct or indirect parent corporation of the acquiring corporation) nor the sale, lease or transfer of the Corporation, shall be deemed to be a voluntary or involuntary liquidation, dissolution, or winding up of the Corporation as those terms are used in this paragraph.

Voting Rights.

(a) The holders of the Class A Shares and the Class B Shares shall vote as a single class on all matters submitted to a vote of the stockholders, with each Class A Share being entitled to one (1) vote and each Class B Share being entitled to six (6) votes, except as otherwise provided by law.

(b) The holders of Class A Shares and Class B Shares are not entitled to cumulative votes in the election of any directors.

Preemptive or Subscription Rights. No holder of Common Shares shall be entitled to preemptive or subscription rights.

GLOBAL TECHNOLOGIES, LTD

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended September 30, 2025 and 2024

(Unaudited)

NOTE H - CAPITAL STOCK (cont’d)

Conversion Rights.

(a) Automatic Conversion. Each Class B Share shall (subject to receipt of any and all necessary approvals) convert automatically into one fully paid and non-assessable Class A Share (i) upon its sale, gift, or other transfer to a party other than a Principal Stockholder (as defined below) or an Affiliate of a Principal Stockholder (as defined below), (ii) upon the death of the Class B Stockholder holding such Class B Share, unless the Class B Shares are transferred by operation of law to a Principal Stockholder or an Affiliate of a Principal Stockholder, or (iii) in the event of a sale, gift, or other transfer of a Class B Share to an Affiliate of a Principal Stockholder, upon the death of the transferor. Each of the foregoing automatic conversion events shall be referred to hereinafter as an “Event of Automatic Conversion.” For purposes of this ARTICLE FIVE, “Principal Stockholder” includes any of Donald H. Goldman, Steven M. Fieldman, Lance Fieldman, Yuri Itkis, Michall Itkis and Boris Itkis and an “Affiliate of a Principal Stockholder” is a person that directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the person specified. For purposes of this definition, “control,” when used with respect to any specified person, means the power to direct or cause the direction of the management, and policies of such person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise. Without limitation, an Affiliate also includes the estate of such individual.

(b) Voluntary Conversion. Each Class B Share shall be convertible at the option of the holder, for no additional consideration, into one fully paid and non-assessable Class A Share at any time.

(c) Conversion Procedure. Promptly upon the occurrence of an Event of Automatic Conversion such that Class B shares are converted automatically into Class A Shares, or upon the voluntary conversion by the holder, the holder of such shares shall surrender the certificate or certificates therefor, duly endorsed in blank or accompanied by proper instruments of transfer, at the office of the Corporation or of any transfer agent for the Class A Shares, and shall give written notice to the Corporation at such office (i) stating that the shares are being converted pursuant to an Event of Automatic Conversion into Class A Shares as provided in subparagraph 5.6(a) hereof or a voluntary conversion as provided in subparagraph 5.6(b) hereof, (ii) specifying the Event of Automatic Conversion (and, if the occurrence of such event is within the control of the transferor, stating the transferor’s intent to effect an Event of Automatic Conversion) or whether such conversion is voluntary, (iii) identifying the number of Class B Shares being converted, and (iv) setting out the name or names (with addresses) and denominations in which the certificate or certificates for Class A Shares shall be issued and including instructions for delivery thereof. Delivery of such notice together with the certificates representing the Class B Shares shall obligate the Corporation to issue such Class A Shares and the Corporation shall be justified in relying upon the information and the certification contained in such notice and shall not be liable for the result of any inaccuracy with respect thereto. Thereupon, the Corporation or its transfer agent shall promptly issue and deliver at such stated address to such holder or to the transferee of Class B Shares a certificate or certificates for the number of Class A Shares to which such holder or transferee is entitled, registered in the name of such holder, the designee of such holder or transferee, as specified in such notice. To the extent permitted by law, conversion pursuant to (i) an Event of Automatic Conversion shall be deemed to have been effected as of the date on which the Event of Automatic Conversion occurred or (ii) a voluntary conversion shall be deemed to have been effected as of the date the Corporation receives the written notice pursuant to this subparagraph (c) (each date being the “Conversion Date”). The person entitled to receive the Class A Shares issuable upon such conversion shall be treated for all purposes as the record holder of such Class A Shares at and as of the Conversion Date, and the right of such person as the holder of Class B Shares shall cease and terminate at and as of the Conversion Date, in each case without regard to any failure by the holder to deliver the certificates or the notice by this subparagraph (c).

(d) Unconverted Shares. In the event of the conversion of fewer than all of the Class B Shares evidenced by a certificate surrendered to the Corporation in accordance with the procedures of this Paragraph 5.6, the Corporation shall execute and deliver to or upon the written order of the holder of such certificate, without charge to such holder, a new certificate evidencing the number of Class B Shares not converted.

(e) Reissue of Shares. Class B Shares that are converted into Class A Shares as provided herein shall be retired and cancelled and shall not be reissued.

(f) Reservation. The Corporation hereby reserves and shall at all times reserve and keep available, out of its authorized and unissued Class A Shares, for the purpose of effecting conversions, such number of duly authorized Class A Shares as shall from time to time be sufficient to effect the conversion of all outstanding Class B Shares. The Corporation covenants that all the Class A Shares so issuable shall, when so issued, be duly and validly issued, fully paid and non-assessable, and free from liens and charges with respect to the issue. The Corporation will take all such action as may be necessary to assure that all such Class A Shares may be so issued without violation of any applicable law or regulation, or any of the requirements of any national securities exchange upon which the Class A Shares may be listed. The Corporation will not take any action that results in any adjustment of the conversion ratio if the total number of Class A Shares issued and issuable after such action upon conversion of the Class B Shares would exceed the total number of Class A Shares then authorized by the Amended and Restated Certificate of Incorporation, as amended.

GLOBAL TECHNOLOGIES, LTD

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended September 30, 2025 and 2024

(Unaudited)

NOTE H - CAPITAL STOCK (cont’d)

At September 30, 2025 and June 30, 2025, the Company is authorized to issue 14,991,000,000 and 14,991,000,000 shares of Class A Common Stock, respectively. At September 30, 2025 and June 30, 2025, the Company has 14,688,440,097 and 14,688,440,097 shares of Class A Common Stock issued and outstanding, respectively. At September 30, 2025 and June 30, 2025, the Company is authorized to issue 4,000,000 and 4,000,000 shares of Class B Common Stock, respectively. At September 30, 2025 and June 30, 2025, the Company has 0 and 0 shares of Class B Common Stock issued and outstanding, respectively.

Common Stock, Preferred Stock and Warrant Issuances

For the three months ended September 30, 2025 and year ended June 30, 2025, the Company issued and/or sold the following unregistered securities:

Common Stock:

Three months ended September 30, 2025

None.

Year ended June 30, 2025

None

Common Stock to be issued at June 30, 2025

On May 19, 2023, Jetco Holdings, LLC (“Jetco”) submitted a Notice of Conversion purporting to convert three (3) shares of Series L Preferred Stock into 300,000,000 shares of the Company’s Class A Common Stock pursuant to a software development and deployment agreement (the “Jetco Agreement”). As of June 30, 2024, the 300,000,000 shares of common stock had not been issued.

During fiscal year 2025, management conducted a review of the Jetco Agreement and the related conversion notice. The Company determined that the underlying software contemplated by the agreement was not fully completed, had become obsolete, and was no longer utilized in the Company’s operations. In addition, the Company’s subsidiary, 10 Fold Services, LLC, elected to deploy alternative third-party tools to generate, track, and manage sales activities, rendering the Jetco software unnecessary.

As a result, the Company cancelled the Jetco Agreement during fiscal year 2025, and the conversion transaction was not consummated. No shares of common stock were issued in connection with the conversion notice, and no amounts remained payable or issuable to Jetco as of June 30, 2025. Accordingly, the “Common Stock to Be Issued” balance related to this matter was removed from the balance sheet as of June 30, 2025.

GLOBAL TECHNOLOGIES, LTD

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended September 30, 2025 and 2024

(Unaudited)

NOTE H - CAPITAL STOCK (cont’d)

Preferred Stock:

Three months ended September 30, 2025

Series P:

On August 24, 2025, the Company issued 200,000 shares of Series P Preferred Stock to an accredited investor pursuant to a private placement transaction and received cash proceeds of $200,000.

Year ended June 30, 2025

Series K:

Effective October 1, 2024, a former officer and director of GTLL returned the three shares of Series K Preferred Stock outstanding to the Company treasury at no cost to the Company.

Series N:

On February 2, 2025, the Company, pursuant to a Unanimous Written Consent of the Board of Directors, issued 125,000 shares of its Series N Preferred Stock to H. Wyatt Flippen in connection with his Executive Employment Agreement dated November 22, 2024.

Warrants and Options:

None.

GLOBAL TECHNOLOGIES, LTD

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended September 30, 2025 and 2024

(Unaudited)