Touchpoint (TGHI) 8-K/A Financial Statements and Exhibits

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): September 26, 2022

Touchpoint Group Holdings Inc. 

(Exact Name of Registrant as Specified in its Charter)

Delaware	001-36530	46-3561419
State of Incorporation	Commission File Number	IRS Employer I.D. Number

4300 Biscayne Blvd, Suite 203

 Miami, Florida 33137 

(Address of Principal Executive Offices)

Registrant’s telephone number: (305) 420-6640

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(g) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.000001	TGHI	NONE

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

EXPLANATORY NOTE

This amendment to the Report on Form 8-K dated September 26, 2022, is being filed to ensure that the exhibits are readily available to readers.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
10.1	Securities Purchase Agreement dated September 23, 2022, between Touchpoint Group Holdings Inc. and Mast Hill Fund, L. P.
10.2	Senior Secured Promissory Note dated September 23, 2022, issued to Mast Hill Fund, L. P.
10.3	Security Agreement dated September 23, 2022, in favor of Mast Hill Fund, L. P.
10.4	Common Stock Purchase Warrant to Purchase 100,000,000 shares of common stock dated September 23, 2022.
10.5	Common Stock Purchase Warrant to Purchase 100,000,000 shares of common stock dated September 23, 2022.
10.6	Global Amendment between Touchpoint Group Holdings Inc. and Mast Hill Fund, L. P. dated September 21, 2022.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: October 4, 2022 

TOUCHPOINT GROUP HOLDINGS INC.
By:	/s/ Martin Ward
	Mark Ward, Chief Financial Officer