TGHI / Touchpoint Group Holdings, Inc. - SEC-arkiveringar, Årsredovisning, Fullmaktsutlåtande

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15

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 001-36530 Touchpoint Group Holdings, Inc. (Exact name of registrant as speci

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

NT 10-K 1 g083470nt10k.htm NT 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 001-36530 NOTIFICATION OF LATE FILING (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 December 31, 2022 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 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: 001-36530 Touchpoint Group

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12B-25 NOTIFICATION OF LATE FILING SEC File Number: 000-49729

NT 10-Q 1 g083263nt10q.htm NT 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12B-25 NOTIFICATION OF LATE FILING SEC File Number: 000-49729 Check One: ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form NSAR For the period ended: September 30, 2022 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Re

Security Agreement dated October 18, 2022, in favor of Mast Hill Fund, L. P.

SECURITY AGREEMENT This SECURITY AGREEMENT, dated as of October 18, 2022 (this “Agreement”), is among TOUCHPOINT GROUP HOLDINGS, INC.

Common Stock Purchase Warrant to Purchase 100,000,000 shares of common stock dated October 18, 2022.

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 REGISTRATION ST

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 20, 2022 Touchpoint Group Holdings Inc.

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 20, 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.

Senior Secured Promissory Note dated October 18, 2022, issued to Mast Hill Fund, L. P.

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.

Securities Purchase Agreement dated October 18, 2022, between Touchpoint Group Holdings Inc. and Mast Hill Fund, L. P.

SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of October 18, 2022, by and between TOUCHPOINT GROUP HOLDINGS, INC.

Common Stock Purchase Warrant to Purchase 100,000,000 shares of common stock dated October 18, 2022.

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 REGISTRATION ST

Security Agreement dated September 23, 2022, in favor of Mast Hill Fund, L. P.

Exhibit 10.3 SECURITY AGREEMENT This SECURITY AGREEMENT, dated as of September 23, 2022 (this ?Agreement?), is among TOUCHPOINT GROUP HOLDINGS, INC., a Delaware corporation (the ?Company?), all of the Subsidiaries of the Company (such subsidiaries, the ?Guarantors? and together with the Company, the ?Debtors?) and Mast Hill Fund, L.P., a Delaware limited partnership (collectively with its endorsee

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

Global Amendment between Touchpoint Group Holdings Inc. and Mast Hill Fund, L. P. dated September 21, 2022.

Exhibit 10.6 GLOBAL AMENDMENT THIS GLOBAL AMENDMENT to the Transaction Documents (as defined below) (the ?Amendment?) is entered into as of September 21, 2022 (the ?Effective Date?), by and between Touchpoint Group Holdings, Inc., a Delaware corporation (the ?Company?), and Mast Hill Fund, L.P., a Delaware limited partnership (the ?Holder?) (collectively the ?Parties?). BACKGROUND A. The Company a

Securities Purchase Agreement dated September 23, 2022, between Touchpoint Group Holdings Inc. and Mast Hill Fund, L. P.

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the ?Agreement?), dated as of September 23, 2022, by and between TOUCHPOINT GROUP HOLDINGS, INC., a Delaware corporation, with headquarters located at 4300 Biscayne Blvd, Suite 203, Miami, Florida 33137 (the ?Company?), and MAST HILL FUND, L.P., a Delaware limited partnership, with its address at 48 Parker Road, Wellesl

Common Stock Purchase Warrant to Purchase 100,000,000 shares of common stock dated September 23, 2022.

Exhibit 10.5 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 RE

Senior Secured Promissory Note dated September 23, 2022, issued to Mast Hill Fund, L. P.

Exhibit 10.2 THIS INSTRUMENT CONTAINS AN AFFIDAVIT OF CONFESSION OF JUDGMENT PROVISION WHICH CONSTITUTES A WAIVER OF IMPORTANT RIGHTS BORROWER MAY HAVE AND ALLOWS THE HOLDER TO OBTAIN A JUDGMENT AGAINST BORROWER WITHOUT ANY FURTHER NOTICE. NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTE

Common Stock Purchase Warrant to Purchase 100,000,000 shares of common stock dated September 23, 2022.

Exhibit 10.4 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 RE

Common Stock Purchase Warrant to Purchase 100,000,000 shares of common stock dated September 23, 2022.

Exhibit 10.4 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 RE

Security Agreement dated September 23, 2022, in favor of Mast Hill Fund, L. P.

Exhibit 10.3 SECURITY AGREEMENT This SECURITY AGREEMENT, dated as of June 7, 2022 (this ?Agreement?), is among TOUCHPOINT GROUP HOLDINGS, INC., a Delaware corporation (the ?Company?), all of the Subsidiaries of the Company (such subsidiaries, the ?Guarantors? and together with the Company, the ?Debtors?) and Mast Hill Fund, L.P., a Delaware limited partnership (collectively with its endorsees, tra

Financial Statements and Exhibits, Other Events, Entry into a Material Definitive Agreement

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 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

Common Stock Purchase Warrant to Purchase 100,000,000 shares of common stock dated September 23, 2022.

Exhibit 10.5 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 RE

Senior Secured Promissory Note dated September 23, 2022, issued to Mast Hill Fund, L. P.

Exhibit 10.2 THIS INSTRUMENT CONTAINS AN AFFIDAVIT OF CONFESSION OF JUDGMENT PROVISION WHICH CONSTITUTES A WAIVER OF IMPORTANT RIGHTS BORROWER MAY HAVE AND ALLOWS THE HOLDER TO OBTAIN A JUDGMENT AGAINST BORROWER WITHOUT ANY FURTHER NOTICE. NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTE

Global Amendment between Touchpoint Group Holdings Inc. and Mast Hill Fund, L. P. dated September 21, 2022.

Exhibit 10.6 GLOBAL AMENDMENT THIS GLOBAL AMENDMENT to the Transaction Documents (as defined below) (the ?Amendment?) is entered into as of September 21, 2022 (the ?Effective Date?), by and between Touchpoint Group Holdings, Inc., a Delaware corporation (the ?Company?), and Mast Hill Fund, L.P., a Delaware limited partnership (the ?Holder?) (collectively the ?Parties?). BACKGROUND A. The Company a

Securities Purchase Agreement dated September 23, 2022, between Touchpoint Group Holdings Inc. and Mast Hill Fund, L. P.

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the ?Agreement?), dated as of June 7, 2022, by and between TOUCHPOINT GROUP HOLDINGS, INC., a Delaware corporation, with headquarters located at 4300 Biscayne Blvd, Suite 203, Miami, Florida 33137 (the ?Company?), and MAST HILL FUND, L.P., a Delaware limited partnership, with its address at 48 Parker Road, Wellesley, MA

Financial Statements and Exhibits, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

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 8, 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.

Certificate of Amendment to Certificate of Incorporation of Touchpoint Group Holdings Inc.

Exhibit 3.1

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

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 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. N

Certificate of Amendment to Certificate of Incorporation of Touchpoint Group Holdings Inc.

Exhibit 3.1 Delaware Page 1 The First State I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF ?TOUCHPOINT GROUP HOLDINGS INC.?, FILED IN THIS OFFICE ON THE THIRTY-FIRST DAY OF AUGUST, A.D. 2022, AT 8 O`CLOCK A.M. Jeffrey W. Bullock, Secretary of State 5372227 8100 SR# 20223406314 Authenti

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C Information Statement Pursuant to Section 14 (c) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C 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 TOUCHPOINT GROUP HOLDINGS INC. (Name of Regist

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C Information Statement Pursuant to Section 14 (c) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C 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 TOUCHPOINT GROUP HOLDINGS INC. (Name of Regist

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C Information Statement Pursuant to Section 14 (c) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C 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 TOUCHPOINT GROUP HOLDINGS INC. (Name of Regist

Certificate of Correction with respect to the Series C Convertible Preferred Stock

Exhibit 3.02 STATE OF DELAWARE CERTIFICATE of CORRECTION OF TOUCHPOINT GROUP HOLDINGS INC. Touchpoint Group Holdings Inc. (the ?Corporation?), a corporation organized and existing under the General Corporation Law of the State of Delaware (the ?DGCL?), DOES HEREBY CERTIFY: 1. The name of the corporation is Touchpoint Group Holdings Inc. 2. A Certificate of Designation of the corporation was filed

Certificate of Designation with respect to the Series C Convertible Preferred Stock

Exhibit 3.01

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Unregistered Sales of Equity Securities

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 Touchpoint Group Holdings, Inc. (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER) Delaware 001-36530 46-3561419 (State or Other Jurisdiction (Commission File Number) (IRS Employer

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ☐ TRANSITION REPORT PURSUANT TO S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 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: 001-36530 Touchpoint Group Hold

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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 1, 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.Num

Security Agreement dated June 7, 2022, in favor of Mast Hill Fund, L. P.

Exhibit 10.3 SECURITY AGREEMENT This SECURITY AGREEMENT, dated as of June 7, 2022 (this ?Agreement?), is among TOUCHPOINT GROUP HOLDINGS, INC., a Delaware corporation (the ?Company?), all of the Subsidiaries of the Company (such subsidiaries, the ?Guarantors? and together with the Company, the ?Debtors?) and Mast Hill Fund, L.P., a Delaware limited partnership (collectively with its endorsees, tra

Securities Purchase Agreement dated June 7, 2022, between Touchpoint Group Holdings Inc. and Mast Hill Fund, L. P.

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the ?Agreement?), dated as of June 7, 2022, by and between TOUCHPOINT GROUP HOLDINGS, INC., a Delaware corporation, with headquarters located at 4300 Biscayne Blvd, Suite 203, Miami, Florida 33137 (the ?Company?), and MAST HILL FUND, L.P., a Delaware limited partnership, with its address at 48 Parker Road, Wellesley, MA

Common Stock Purchase Warrant to Purchase 168,750,000 shares of common stock dated June 7, 2022.

Exhibit 10.4 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 RE

Senior Secured Promissory Note dated June 7, 2022, issued to Mast Hill Fund, L. P.

Exhibit 10.2 THIS INSTRUMENT CONTAINS AN AFFIDAVIT OF CONFESSION OF JUDGMENT PROVISION WHICH CONSTITUTES A WAIVER OF IMPORTANT RIGHTS BORROWER MAY HAVE AND ALLOWS THE HOLDER TO OBTAIN A JUDGMENT AGAINST BORROWER WITHOUT ANY FURTHER NOTICE. NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTE

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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 7, 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. Numb

Common Stock Purchase Warrant to Purchase 262,000,000 shares of common stock dated June 7, 2022.

Exhibit 10.5 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 RE

Host City Agreement dated March 28, 2022, between the Company and The Lake Macquarie Economic Development Company Limited.

Exhibit 10.4 HOST CITY AGREEMENT concluded between Air Race Limited, a company incorporated and registered in England with registered number 12207420 whose registered address, 20-22 Wenlock Road, London, N1 7GU, United Kingdom. (hereinafter ?Air Race?). and The Lake Macquarie Economic Development Company Limited, a company incorporated and registered in Australia whose registered address is Level

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 March 31, 2022 ☐ TRANSITION REPORT P

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 March 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: 001-36530 Touchpoin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12B-25 NOTIFICATION OF LATE FILING SEC File Number: 000-49729

NT 10-Q 1 g083019nt10q.htm NT 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12B-25 NOTIFICATION OF LATE FILING SEC File Number: 000-49729 Check One: ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form NSAR For the period ended: March 31, 2022 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report

Financial Statements and Exhibits, Other Events

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 6, 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. Numbe

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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 18, 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. Nu

Senior Secured Promissory Note dated April 11, 2022, issued to Mast Hill Fund, L. P.

EX-10.2 3 g082699ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 THIS INSTRUMENT CONTAINS AN AFFIDAVIT OF CONFESSION OF JUDGMENT PROVISION WHICH CONSTITUTES A WAIVER OF IMPORTANT RIGHTS BORROWER MAY HAVE AND ALLOWS THE HOLDER TO OBTAIN A JUDGMENT AGAINST BORROWER WITHOUT ANY FURTHER NOTICE. NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SEC

Common Stock Purchase Warrant to Purchase 75,000,000 shares of common stock dated April 11, 2022.

Exhibit 10.4 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 RE

Security Agreement dated April 11, 2022, in favor of Mast Hill Fund, L. P.

Exhibit 10.3 SECURITY AGREEMENT This SECURITY AGREEMENT, dated as of April 11, 2022 (this ?Agreement?), is among TOUCHPOINT GROUP HOLDINGS, INC., a Delaware corporation (the ?Company?), all of the Subsidiaries of the Company (such subsidiaries, the ?Guarantors? and together with the Company, the ?Debtors?) and Mast Hill Fund, L.P., a Delaware limited partnership (collectively with its endorsees, t

Common Stock Purchase Warrant to Purchase 105,000,000 shares of common stock dated April 11, 2022.

Exhibit 10.5 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 RE

Securities Purchase Agreement dated April 11, 2022, between Touchpoint Group Holdings, Inc. and Mast Hill Fund, L. P.

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the ?Agreement?), dated as of April 11, 2022, by and between TOUCHPOINT GROUP HOLDINGS, INC., a Delaware corporation, with headquarters located at 4300 Biscayne Blvd, Suite 203, Miami, Florida 33137 (the ?Company?), and MAST HILL FUND, L.P., a Delaware limited partnership, with its address at 48 Parker Road, Wellesley,

Description of the Registrant’s Securities

Exhibit 4.1 DESCRIPTION OF THE REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of March 31, 2022, the only class of securities of Touchpoint Group Holdings Inc. registered under Section 12 of the Securities Exchange Act of 1934, as amended (the ?Exchange Act?) is its Common Stock. Description of Common Stock The following description of our Commo

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 December 31, 2021. ☐ TRANSITION REPORT PURSU

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 December 31, 2021. OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-36530 Touchpoint Group Holdings, Inc. (Exact name of r

United Kingdom

Exhibit 21.1 SUBSIDIARIES Subsidiary Jurisdiction of Incorporation or Organization Percent Ownership Air Race Limited 123Wish, Inc. United Kingdom Florida 100% 51% One Horizon Hong Kong Ltd Hong Kong 100% Horizon Network Technology Co. Ltd China 100% Love Media House, Inc. Florida 100%

Series B Preferred Stock Purchase Agreement dated February 7, 2022, between Touchpoint Group Holdings, Inc. and Geneva Roth Remark Holdings, Inc.

Exhibit 10.2 SERIES B PREFERRED STOCK PURCHASE AGREEMENT This SERIES B PREFERRED STOCK PURCHASE AGREEMENT (the ?Agreement?), dated as of February 7, 2022, by and between Touchpoint Group Holdings, Inc., a Delaware corporation, with its address at 4300 Biscayne Blvd, Suite 203, Miami, FL 33137 (the ?Company?), and GENEVA ROTH REMARK HOLDINGS, INC., a New York corporation, with its address at 111 Gr

Series B Preferred Stock Purchase Agreement dated February 3, 2022, between Touchpoint Group Holdings, Inc. and Geneva Roth Remark Holdings, Inc.

EX-10.1 2 g082679ex101.htm EXHIBIT 10.1 Exhibit 10.1 SERIES B PREFERRED STOCK PURCHASE AGREEMENT This SERIES B PREFERRED STOCK PURCHASE AGREEMENT (the “Agreement”), dated as of February 2, 2022, by and between Touchpoint Group Holdings, Inc., a Delaware corporation, with its address at 4300 Biscayne Blvd, Suite 203, Miami, FL 33137 (the “Company”), and GENEVA ROTH REMARK HOLDINGS, INC., a New York

Financial Statements and Exhibits, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Regulation FD Disclosure, Other Events

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 7, 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. Num

Series B Preferred Stock Purchase Agreement dated March 14, 2022, between Touchpoint Group Holdings, Inc. and Geneva Roth Remark Holdings, Inc.

Exhibit 10.3 SERIES B PREFERRED STOCK PURCHASE AGREEMENT This SERIES B PREFERRED STOCK PURCHASE AGREEMENT (the ?Agreement?), dated as of March 14, 2022, by and between Touchpoint Group Holdings, Inc., a Delaware corporation, with its address at 4300 Biscayne Blvd, Suite 203, Miami, FL 33137 (the ?Company?), and GENEVA ROTH REMARK HOLDINGS, INC., a New York corporation, with its address at 111 Grea

Touchpoint Group Holdings’ AIR RACE Announces Agreement to Host Air Race World Championship Event in Malaysia Event expected to attract over 150,000 live spectators and nearly 50 million global viewers

EX-99.1 5 g082679ex991.htm EXHIBIT 99.1 Exhibit 99.1 Touchpoint Group Holdings’ AIR RACE Announces Agreement to Host Air Race World Championship Event in Malaysia Event expected to attract over 150,000 live spectators and nearly 50 million global viewers MIAMI, Florida – April 7th, 2021 — Touchpoint Group Holdings, Inc. (OTCQB: TGHI), a media and digital technology holding company, today announced

Securities Purchase Agreement dated March 28, 2022, between Touchpoint Group Holdings, Inc. and Mast Hill Fund, L. P.

EX-10.1 2 g082669ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of March 28, 2022, by and between TOUCHPOINT GROUP HOLDINGS, INC., a Delaware corporation, with headquarters located at 4300 Biscayne Blvd, Suite 203, Miami, Florida 33137 (the “Company”), and MAST HILL FUND, L.P., a Delaware limited partnership, with i

Security Agreement dated March 28, 2022, in favor of Mast Hill Fund, L. P.

Exhibit 10.3 SECURITY AGREEMENT This SECURITY AGREEMENT, dated as of March 28, 2022 (this ?Agreement?), is among TOUCHPOINT GROUP HOLDINGS, INC., a Delaware corporation (the ?Company?), all of the Subsidiaries of the Company (such subsidiaries, the ?Guarantors? and together with the Company, the ?Debtors?) and Mast Hill Fund, L.P., a Delaware limited partnership (collectively with its endorsees, t

Senior Secured Promissory Note dated March 28, 2022, issued to Mast Hill Fund, L. P.

Exhibit 10.2 THIS INSTRUMENT CONTAINS AN AFFIDAVIT OF CONFESSION OF JUDGMENT PROVISION WHICH CONSTITUTES A WAIVER OF IMPORTANT RIGHTS BORROWER MAY HAVE AND ALLOWS THE HOLDER TO OBTAIN A JUDGMENT AGAINST BORROWER WITHOUT ANY FURTHER NOTICE. NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTE

Amendment #1 dated March 28, 2022, between Touchpoint Group Holdings, Inc. and Quick Capital, LLC.

Exhibit 10.8 AMENDMENT #1 THIS AMENDMENT #1 to the Transaction Documents (as defined below) (the ?Amendment?) is entered into as of March 28, 2022 (the ?Effective Date?), by and between Touchpoint Group Holdings, Inc., a Delaware corporation (the ?Company?), and Quick Capital, LLC, a Wyoming limited liability company (the ?Holder?) (collectively the ?Parties?). BACKGROUND A. The Company and Holder

Financial Statements and Exhibits, Entry into a Material Definitive Agreement, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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 29, 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. Nu

Amendment # 1 to Senior Secured Promissory Note issued to Mast Hill Fund, L. P.

EX-10.11 12 g082669ex10-11.htm EXHIBIT 10.11 Exhibit 10.11 AMENDMENT #1 TO THE PROMISSORY NOTE ISSUED ON MARCH 28, 2022 THIS AMENDMENT #1 to the Note (as defined below) (the “Amendment”) is entered into as of April 4, 2022 (the “Effective Date”), by and between Touchpoint Group Holdings, Inc., a Delaware corporation (the “Company”), and MAST HILL FUND, L.P., a Delaware limited partnership (the “Ho

Common Stock Purchase Warrant to Purchase 175,000,000 shares of common stock dated March 28, 2022.

Exhibit 10.4 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 RE

Amendment #1 dated March 28, 2022, between Touchpoint Group Holdings, Inc. and Mast Hill Fund, L. P.

Exhibit 10.6 AMENDMENT #1 THIS AMENDMENT #1 to the Transaction Documents (as defined below) (the ?Amendment?) is entered into as of March 25, 2022 (the ?Effective Date?), by and between Touchpoint Group Holdings, Inc., a Delaware corporation (the ?Company?), and Mast Hill Fund, L.P., a Delaware limited partnership (the ?Holder?) (collectively the ?Parties?). BACKGROUND A. The Company and Holder ar

Amendment #1 dated March 28, 2022, between Touchpoint Group Holdings, Inc. and Talos Victory Fund, LLC.

Exhibit 10.7 AMENDMENT #1 THIS AMENDMENT #1 to the Transaction Documents (as defined below) (the ?Amendment?) is entered into as of March 28, 2022 (the ?Effective Date?), by and between Touchpoint Group Holdings, Inc., a Delaware corporation (the ?Company?), and Talos Victory Fund, LLC, a Delaware limited liability company (the ?Holder?) (collectively the ?Parties?). BACKGROUND A. The Company and

Common Stock Purchase Warrant to Purchase 10,000,000 shares of common stock dated March 28, 2022

Exhibit 10.9 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 RE

Common Stock Purchase Warrant to Purchase 4,000,000 shares of common stock dated March 28, 2022

Exhibit 10.10 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 R

Common Stock Purchase Warrant to Purchase 245,000,000 shares of common stock dated March 28, 2022.

Exhibit 10.5 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 RE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 001-36530 NOTIFICATION OF LATE FILING (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 December 31, 2021 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form 1

Regulation FD Disclosure, Financial Statements and Exhibits

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 31, 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. Nu

Touchpoint’s AIR RACE Announces Agreements to Host Air Race World Championship Events in England and Australia Inauguaral event to be held July 9-10 at Goodwood in West Sussex, England Reigning AIR RACE World Champion Matt Hall returns home to compet

Exhibit 99.1 Touchpoint?s AIR RACE Announces Agreements to Host Air Race World Championship Events in England and Australia Inauguaral event to be held July 9-10 at Goodwood in West Sussex, England Reigning AIR RACE World Champion Matt Hall returns home to compete in November Air Race in Australia Miami, Florida ? March 31, 2022, Touchpoint Group Holdings, Inc. (OTCQB: TGHI), a media and digital t

Financial Statements and Exhibits, Entry into a Material Definitive Agreement, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

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 23, 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.

Host City Agreement between Air Race Limited and PT Pilar Pacu Percasa and the Vice-Governor of Jakarta

Exhibit 10.1

Addendum On Payment to the Host City Agreement between Air Race Limited and PT Pilar Pacu Percasa and the Vice-Governor of Jakarta

EX-10.2 3 g082640ex10-2.htm EXHIBIT 10.2 Exhibit 10.2

TGHI / Touchpoint Group Holdings Inc / GBT Technologies Inc. - FORM SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 TOUCHPOINT GROUP HOLDINGS, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 89157E103 (CUSIP Number) February 22, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule purs

Certificate of Amendment to Certificate of Incorporation filed with the Delaware Secretary of State on February 2, 2022

EX-3.1 2 g082605ex3-1.htm EXHIBIT 3.1 Exhibit 3.1

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Material Modification to Rights of Security Holders

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, 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.

260,258,838 SHARES OF COMMON STOCK TOUCHPOINT GROUP HOLDINGS, INC.

Filed Pursuant to Rule 424 (b)(3) PROPSPECTUS Registration No. 333-262040 260,258,838 SHARES OF COMMON STOCK TOUCHPOINT GROUP HOLDINGS, INC. This Prospectus (this ?Prospectus?) relates to the offer and sale from time to time by the selling stockholders (the ?Selling Stockholders?) of up to 260,258,838 shares of common stock, par value $0.0001 (?Common Stock?), of Touchpoint Group Holdings, Inc. a

TOUCHPOINT GROUP HOLDINGS, INC. 4300 Biscayne Blvd, Suite 203 Miami, Florida 33137 January 12, 2022

TOUCHPOINT GROUP HOLDINGS, INC. 4300 Biscayne Blvd, Suite 203 Miami, Florida 33137 January 12, 2022 Office of Manufacturing Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Attention: Erin Donahue, Esq. Re: Touchpoint Group Holdings, Inc. Registration Statement on Form S-1 File No. 333-262040 Ladies and Gentlemen: Pursuant to Rule 461 un

Series B Preferred Stock Purchase Agreement dated January 5, 2022, between Touchpoint Group Holdings, Inc. and Geneva Roth Remark Holdings, Inc.

EX-10.56 4 g082550ex10-56.htm EXHIBIT 10.56 Exhibit 10.56 SERIES B PREFERRED STOCK PURCHASE AGREEMENT This SERIES B PREFERRED STOCK PURCHASE AGREEMENT (the “Agreement”), dated as of January 5, 2022, by and between Touchpoint Group Holdings, Inc., a Delaware corporation, with its address at 4300 Biscayne Blvd, Suite 203, Miami, FL 33137 (the “Company”), and GENEVA ROTH REMARK HOLDINGS, INC., a New

As filed with the Securities and Exchange Commission on January 10, 2022

As filed with the Securities and Exchange Commission on January 10, 2022 Registration No.

Certificate of Designation for Series B Preferred Stock

Exhibit 3.4 CERTIFICATE OF DESIGNATION, PREFERENCE AND RIGHTS OF SERIES B PREFERRED STOCK OF Touchpoint Group Holdings Inc. The undersigned, Martin Ward, hereby certifies that: 1. I am the Chief Financial Officer of Touchpoint Group Holdings Inc., a Delaware corporation (the ?Company?). 2. The Company is authorized to issue 50,000,000 shares of preferred stock, par value $0.0001 per share (the ?Pr

As filed with the Securities and Exchange Commission on January 6, 2022

As filed with the Securities and Exchange Commission on January 6, 2022 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C Information Statement Pursuant to Section 14 (c) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C 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 TOUCHPOINT GROUP HOLDINGS, INC. (Name of Regis

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C Information Statement Pursuant to Section 14 (c) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C 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 TOUCHPOINT GROUP HOLDINGS, INC. (Name of Regis

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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 14, 2021 Touchpoint Group Holdings, Inc. (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER) Delaware 001-36530 46-3561419 (State or Other Jurisdiction (Commission File Number) (IRS Employe

Registration Rights Agreement between the Company and Quick Capital, LLC

EX-10.6 8 g082518ex10-6.htm EXHIBIT 10.6 Exhibit 10.6 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of December 10, 2021, is entered into by and between TOUCHPOINT GROUP HOLDINGS, INC., a Delaware corporation (the "Company"), and QUICK CAPITAL, LLC, a Wyoming limited liability company (together with it permitted assigns, the “Investor”). Capitalized

Securities Purchase Agreement between the Company and Rick Uhler.

Exhibit 10.1 STOCK PURCHASE AGREEMENT This Stock Purchase Agreement (this ?Agreement?) is made as of December 14, 2021 (the ?Effective Date?), by and between Rick Uhler (the ?Purchaser?) and Touchpoint Group Holdings, Inc. (the ?Company?). WHEREAS, the Purchaser and the Company desire to enter into a written agreement pursuant to which the Purchaser shall purchase from the Company, and the Company

Securities Purchase Agreement between the Company and Marko Radisic.

Exhibit 10.2 STOCK PURCHASE AGREEMENT This Stock Purchase Agreement (this ?Agreement?) is made as of December 14, 2021 (the ?Effective Date?), by and between Marko Radisic (the ?Purchaser?) and Touchpoint Group Holdings, Inc. (the ?Company?). WHEREAS, the Purchaser and the Company desire to enter into a written agreement pursuant to which the Purchaser shall purchase from the Company, and the Comp

Securities Purchase Agreement between the Company and Quick Capital, LLC

Exhibit 10.3 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the ?Agreement?), dated as of December 13, 2021, by and between TOUCHPOINT GROUP HOLDINGS, INC., a Delaware corporation, with headquarters located at 4300 Biscayne Blvd, Suite 203, Miami, Florida 33137 (the ?Company?), and Quick Capital, LLC, a Wyoming limited liability company, with its address at 12000 Biscayne Blvd,

Warrant issued to Quick Capital, LLC

Exhibit 10.5 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 RE

Promissory Note in the principal amount of $200,000 issued in favor of Quick Capital, LLC

EX-10.4 6 g082518ex10-4.htm EXHIBIT 10.4 Exhibit 10.4 THIS INSTRUMENT CONTAINS AN AFFIDAVIT OF CONFESSION OF JUDGMENT PROVISION WHICH CONSTITUTES A WAIVER OF IMPORTANT RIGHTS BORROWER MAY HAVE AND ALLOWS THE HOLDER TO OBTAIN A JUDGMENT AGAINST BORROWER WITHOUT ANY FURTHER NOTICE. NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SEC

Certificate of Designation filed with the Delaware Secretary of State December 16, 2021

Exhibit 3.01 Page 1 I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF DESIGNATION OF ?TOUCHPOINT GROUP HOLDINGS INC.?, FILED IN THIS OFFICE ON THE SIXTEENTH DAY OF DECEMBER, A.D. 2021, AT 11:56 O?CLOCK A.M. Jeffrey W. Bullock, Secretary of State 5372227 8100 SR# 20214117173 Authentication: 205004037 D

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ☐ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 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: 001-36530 Touchpoint Group

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 001-36530 NOTIFICATION OF LATE FILING (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 September 30, 2021 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form

Warrant issued to Talos Victory Fund, LLC

Exhibit 10.7 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 RE

Registration Rights Agreement between the Company and Mast Hill Fund, LLC

Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of October 29, 2021, is entered into by and between TOUCHPOINT GROUP HOLDINGS, INC., a Delaware 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 h

Securities Purchase Agreement between the Company and Mast Hill Fund, LLC

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the ?Agreement?), dated as of October 29, 2021, by and between TOUCHPOINT GROUP HOLDINGS, INC., a Delaware corporation, with headquarters located at 4300 Biscayne Blvd, Suite 203, Miami, Florida 33137 (the ?Company?), and MAST HILL FUND, L.P., a Delaware limited partnership, with its address at 48 Parker Road, Wellesley

Warrant issued to Mast Hill Fund, LLC

Exhibit 10.3 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 RE

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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 2, 2021 Touchpoint Group Holdings, Inc. (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER) Delaware 001-36530 46-3561419 (State or Other Jurisdiction (Commission File Number) (IRS Employer

Securities Purchase Agreement between the Company and Talos Victory Fund Quick Capital, LLC

Exhibit 10.5 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the ?Agreement?), dated as of November 3, 2021, by and between TOUCHPOINT GROUP HOLDINGS, INC., a Delaware corporation, with headquarters located at 4300 Biscayne Blvd, Suite 203, Miami, Florida 33137 (the ?Company?), and TALOS VICTORY FUND, LLC, a Delaware limited liability company, with its address at 348 Cambridge St

Promissory Note in the principal amount of $810,000 issued in favor of Mast Hill Fund, LLC

Exhibit 10.2 THIS INSTRUMENT CONTAINS AN AFFIDAVIT OF CONFESSION OF JUDGMENT PROVISION WHICH CONSTITUTES A WAIVER OF IMPORTANT RIGHTS BORROWER MAY HAVE AND ALLOWS THE HOLDER TO OBTAIN A JUDGMENT AGAINST BORROWER WITHOUT ANY FURTHER NOTICE. NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTE

Registration Rights Agreement between the Company and Talos Victory Fund, LLC

Exhibit 10.8 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of November 3, 2021, is entered into by and between TOUCHPOINT GROUP HOLDINGS, INC., a Delaware corporation (the "Company"), and TALOS VICTORY FUND, LLC, a Delaware limited liability company (together with it permitted assigns, the ?Investor?). Capitalized terms used herein and not otherwise

Promissory Note in the principal amount of $540,000 issued in favor of Talos Victory Fund, LLC

Exhibit 10.6 THIS INSTRUMENT CONTAINS AN AFFIDAVIT OF CONFESSION OF JUDGMENT PROVISION WHICH CONSTITUTES A WAIVER OF IMPORTANT RIGHTS BORROWER MAY HAVE AND ALLOWS THE HOLDER TO OBTAIN A JUDGMENT AGAINST BORROWER WITHOUT ANY FURTHER NOTICE. NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTE

SEPTEMBER 2021 PROSPECTUS World Championship Air Race built on the legacy of the hugely popular Red Bull Air Race becomes AIR RACE. TOUCHPOINT GROUP HOLDINGS IMPORTANT INFORMATION This presentation (“Presentation”), and the information contained here

Exhibit 99.1 SEPTEMBER 2021 PROSPECTUS World Championship Air Race built on the legacy of the hugely popular Red Bull Air Race becomes AIR RACE. TOUCHPOINT GROUP HOLDINGS IMPORTANT INFORMATION This presentation (?Presentation?), and the information contained herein, is not for viewing, Certain statements and opinions in this Presentation are forward-looking. These statements release, distribution

Financial Statements and Exhibits, Regulation FD Disclosure

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 21, 2021 Touchpoint Group Holdings, Inc. (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER) Delaware 001-36530 46-3561419 (State or Other Jurisdiction (Commission File Number) (IRS Employ

Financial Statements and Exhibits, Entry into a Material Definitive Agreement, Regulation FD Disclosure

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 20, 2021 Touchpoint Group Holdings, Inc. (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER) Delaware 001-36530 46-3561419 (State or Other Jurisdiction (Commission File Number) (IRS Employ

Asset Sale Agreement dated September 20, 2021 among World Championship Air Race Limited, Michael Paul Rome and Dean Anthony Nelson as Joint Administrators and Air Race Limited

Exhibit 10.1 EXECUTION COPY Dated 20 September 2021 (1) WORLD CHAMPIONSHIP AIR RACE LIMITED (IN ADMINISTRATION) and (2) MICHAEL PAUL ROOME AND DEAN ANTHONY NELSON AS JOINT ADMINISTRATORS OF WORLD CHAMPIONSHIP AIR RACE LIMITED (IN ADMINISTRATION) and (3) AIR RACE LIMITED ASSET SALE AGREEMENT 46 Silver Street Lincoln LN2 1ED Tel: 01522 542211 Fax: 01522 530241 Ref: MVW/321978/0001 Email:info@sillsle

Touchpoint Group Holdings Announces Transformational Acquisition of World Championship Air Race Event expected to generate revenue over $60 million in 2022

Exhibit 99.1 Touchpoint Group Holdings Announces Transformational Acquisition of World Championship Air Race Event expected to generate revenue over $60 million in 2022 MIAMI, Florida ? September 20, 2021 ? Touchpoint Group Holdings, Inc. (OTCQB: TGHI), a media and digital technology holding company, today announced that it has acquired the World Championship Air Race (WCAR) through an asset purch

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 ☐ TRANSITION REPORT PURSUANT TO S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 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: 001-36530 Touchpoint Group Hold

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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 3, 2021 Touchpoint Group Holdings, Inc. (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER) Delaware 001-36530 46-3561419 (State or Other Jurisdiction (Commission File Number) (IRS Employer o

33,191,371 SHARES OF COMMON STOCK TOUCHPOINT GROUP HOLDINGS, INC.

Prospectus Supplement No.1 Filed Pursuant to Rule 424(b)(3) (to Prospectus dated July 14, 2021) Registration No. 333-256533 33,191,371 SHARES OF COMMON STOCK TOUCHPOINT GROUP HOLDINGS, INC. This Prospectus Supplement No. 1 updates and supplements information previously included in our Prospectus dated July 14, 2021, which we refer to as our Prospectus, relating to the offer and sale from time to t

Registered Resale Agreement between MacRab LLC and Wilson-Davis & Co., Inc.

Exhibit 10.1 May 27, 2021 MacRab LLC Attn: Mackey Alligood, Manager 738 Mandalay Grove CT Merritt Island, FL 32953 Re: Proposed Sale of approximately 33,191,371 Shares of Common Stock of Touchpoint Group Holdings, Inc. (?Company?) by MacRab LLC Quoted on the OTC Marketplace (?Market?) under the Symbol ?TGHI? Registration Statement on Form S-1, SEC File no. 333-256533 Dear Mr. Alligood: This letter

33,191,371 SHARES OF COMMON STOCK TOUCHPOINT GROUP HOLDINGS, INC.

424(b)(3) Registration No. 333-256533 PROSPECTUS 33,191,371 SHARES OF COMMON STOCK TOUCHPOINT GROUP HOLDINGS, INC. This Prospectus (this ?Prospectus?) relates to the offer and sale from time to time of up to 33,191,371 shares of common stock, par value $0.0001 (?Common Stock?), of Touchpoint Group Holdings, Inc. a Delaware corporation, by MacRab LLC, a Florida limited liability company (the ?Selli

TOUCHPOINT GROUP HOLDINGS, INC. 4300 Biscayne Blvd, Suite 203 Miami, Florida 33137 July 9, 2021

TOUCHPOINT GROUP HOLDINGS, INC. 4300 Biscayne Blvd, Suite 203 Miami, Florida 33137 July 9, 2021 Office of Manufacturing Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Attention: Jennifer Angelini, Esq. Re: Touchpoint Group Holdings, Inc. Registration Statement on Form S-1 File No. 333-256533 Ladies and Gentlemen: Pursuant to Rule 461 u

1270 AVENUE OF THE AMERICAS, SUITE 1808 NEW YORK, NEW YORK 10020

Mandelbaum Salsburg P.C. Vincent J. McGill Partner 1270 AVENUE OF THE AMERICAS, SUITE 1808 NEW YORK, NEW YORK 10020 Direct Dial: 212 324-1876 E-mail: [email protected] June 28, 2021 Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing Washington, D.C. 20549 Re: Touchpoint Group Holdings, Inc. Registration Statement on Form S-1 Filed May 27, 2021 File No. 333-2

As filed with the Securities and Exchange Commission on June 28, 2021

As filed with the Securities and Exchange Commission on June 28, 2021 Registration No.

As filed with the Securities and Exchange Commission on May 27, 2021

As filed with the Securities and Exchange Commission on May 27, 2021 Registration No.

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 March 31, 2021 ☐ TRANSITION REPORT P

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 March 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: 001-36530 Touchpoin

Geneva Roth Remark Holdings, Inc. convertible promissory note #6, entered into in January 2021.

Exhibit 10.13 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 IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE

Geneva Roth Remark Holdings, Inc. convertible promissory note #5, entered into in December 2020.

Exhibit 10.12 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 IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE

Annual Report - 10-K

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 December 31, 2020. OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-36530 Touchpoint Group Holdings, Inc. (Exact name of r

Geneva Roth Remark Holdings, Inc. convertible promissory note #7, entered into in February 2021.

Exhibit 10.14 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

LGH Investments, Inc. convertible promissory note entered into in March 2021

Exhibit 10.17 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 PURS

FirstFire Global Opportunities Fund, LLC convertible promissory note entered into in February 2021.

Exhibit 10.16 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

EMA Financial, LLC convertible promissory note entered into in August 2020.

EXHIBIT 10.15 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

Geneva Roth Remark Holdings, Inc. convertible promissory note #4, entered into in December 2020.

Exhibit 10.11 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 IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE

Jefferson Street Capital, LLC convertible promissory note entered into in March 2021

Exhibit 10.18 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 PURS

SUBSIDIARIES

Exhibit 21.1 SUBSIDIARIES Subsidiary Jurisdiction of Incorporation or Organization Percent Ownership 123Wish, Inc. Florida 51% One Horizon Hong Kong Ltd Hong Kong 100% Horizon Network Technology Co. Ltd China 100% Love Media House, Inc. Florida 100% Touchpoint Connect Limited UK 100% (1) The registrant sold its interest in Browning Productions & Entertainment, Inc. in February 2020.

- NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 001-36530 NOTIFICATION OF LATE FILING (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 December 31, 2020 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form 1

Registration Rights Agreement dated March 15, 2021, between the Company and MacRab LLC

Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of March 15, 2021, by and between TOUCHPOINT GROUP HOLDINGS INC., a Delaware corporation (the "Company"), and MACRAB LLC, a Florida limited liability company (together with it permitted assigns, the ?Investor?). Capitalized terms used herein and not otherwise defined herein shall have the respecti

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 of 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 16, 2021 TOUCHPOINT GROUP HOLDINGS, INC. (Exact name of registrant as specified in charter) Delaware 001-36530 46-3561419 (State or other jurisdiction (Commission (IRS Employer

Common Stock Purchase Warrant dated March 15, 2021

Exhibit 10.3 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 RE

Standby Equity Commitment Agreement dated March 15, 2021, between the Company and MacRab LLC

Exhibit 10.1 STANDBY EQUITY COMMITMENT AGREEMENT This standby equity commitment agreement is entered into as of March 15, 2021 (this "Agreement"), by and between Touchpoint Group Holdings Inc., a Delaware corporation (the "Company"), and MacRab LLC, a Florida limited liability company (the "Investor"). WHEREAS, the parties desire that, upon the terms and subject to the conditions contained herein,

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 of 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 29, 2020 TOUCHPOINT GROUP HOLDINGS INC. (Exact name of registrant as specified in charter) Delaware 001-36530 46-3561419 (State or other jurisdiction (Commission (IRS Employe

Regulation FD Disclosure, Financial Statements and Exhibits - CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 of 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 11, 2020 TOUCHPOINT GROUP HOLDINGS INC. (Exact name of registrant as specified in charter) Delaware 001-36530 46-3561419 (State or other jurisdiction (Commission (IRS Employe

Touchpoint Group Holdings Announces Commercial Launch of Royal Personal Training app Touchpoint platform connects fans and brands while promoting wellness in new ways during COVID-19 pandemic The RPT Live app allows fans to participate in live stream

Exhibit 99.1 Touchpoint Group Holdings Announces Commercial Launch of Royal Personal Training app Touchpoint platform connects fans and brands while promoting wellness in new ways during COVID-19 pandemic The RPT Live app allows fans to participate in live stream fitness, motivation and focused well-being classes from the safety of home MIAMI, Florida – December 11, 2020 — Touchpoint Group Holding

Quarterly Report - QUARTERLY REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 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: 001-36530 Touchpoint Group

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits - CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 of 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 8, 2020 TOUCHPOINT GROUP HOLDINGS INC. (Exact name of registrant as specified in charter) Delaware 001-36530 46-3561419 (State or other jurisdiction (Commission (IRS Employe

Articles of Amendment to Articles of Incorporation, effective as of September 8, 2020.

Exhibit 3.1 State of Delaware Secretary of State Division of Corporations Delivered 12:23 PM 09/08/2020 FILED 12:23 PM 09/08/2020 SR 20207151625 - File Number 5372227 STATE OF DELAWARE CERTIFICATE OF AMENDMENT TO CERTIFICATE OF INCORPORATION, AS AMENDED, OF TOUCHPOINT GROUP HOLDINGS INC. Under Section 242 of the Delaware General Corporation Law Touchpoint Group Holdings Inc., a corporation organiz

-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C 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 14a-5(d)(2)) S Definitive Information Statement TOUCHPOINT GROUP HOLDINGS INC. (Name of Registr

Quarterly Report - QUARTERLY REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 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: 001-36530 Touchpoint Group Hold

- NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 001-36530 NOTIFICATION OF LATE FILING (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 June 30, 2020 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 of 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 28, 2020 TOUCHPOINT GROUP HOLDINGS INC. (Exact name of registrant as specified in charter) Delaware 001-36530 46-3561419 (State or other jurisdiction (Commission (IRS Employer of

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 of 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 14, 2020 TOUCHPOINT GROUP HOLDINGS INC. (Exact name of registrant as specified in charter) Delaware 001-36530 46-3561419 (State or other jurisdiction (Commission (IRS Employer of

- PRELIMINARY PROXY STATEMENT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C 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 14a-5(d)(2)) ☐ Definitive Information Statement TOUCHPOINT GROUP HOLDINGS INC. (Name of Registr

June 15, 2020 Convertible Promissory Note with FirstFire Global Opportunities Fund, LLC.

Exhibit 10.2 THIS INSTRUMENT CONTAINS AN AFFIDAVIT OF CONFESSION OF JUDGMENT PROVISION WHICH CONSTITUTES A WAIVER OF IMPORTANT RIGHTS BORROWER MAY HAVE AND ALLOWS THE HOLDER TO OBTAIN A JUDGMENT AGAINST BORROWER WITHOUT ANY FURTHER NOTICE. NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTE

June 15, 2020 Securities Purchase Agreement with FirstFire Global Opportunities Fund, LLC.

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of June 2, 2020, by and between TOUCHPOINT GROUP HOLDINGS, INC., a Delaware corporation, with headquarters located at 4300 Biscayne Boulevard, Suite 203, Miami, Florida 33137 (the “Company”), and FIRSTFIRE GLOBAL OPPORTUNITIES FUND, LLC, a Delaware limited liability company, with its address a

Quarterly Report - QUARTERLY REPORT

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 March 31, 2020 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: 001-36530 Touchpoin

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 of 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 15, 2020 TOUCHPOINT GROUP HOLDINGS INC. (Exact name of registrant as specified in charter) Delaware 001-36530 46-3561419 (State or other jurisdiction (Commission (IRS Employer of

May 19, 2020 Convertible Promissory Note with Geneva Roth Remark Holdings, Inc.

Exhibit 10.1 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 IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE

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 of 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 19, 2020 TOUCHPOINT GROUP HOLDINGS INC. (Exact name of registrant as specified in charter) Delaware 001-36530 46-3561419 (State or other jurisdiction (Commission (IRS Employer of

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 of 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 30, 2020 TOUCHPOINT GROUP HOLDINGS INC. (Exact name of registrant as specified in charter) Delaware 001-36530 46-3561419 (State or other jurisdiction (Commission (IRS Employer o

Touchpoint System Operator Agreement between the registrant and Casey Loves Fitness, LLC.

Exhibit 10.1 Touchpoint System Operator Agreement (Agreement) by and between Touchpoint Connect Limited., organized under the laws of England and Wales (hereinafter the Operator) and Casey Loves Fitness LLC, 6250 Hollywood Blvd., unit 11D Los Angeles, CA 90028 (hereinafter the Customer) (each the Party and collectively the Parties) Table of Annexes Number of Annex Name of Annex 1 Description of To

Completion of Acquisition or Disposition of Assets, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 of 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 6, 2020 TOUCHPOINT GROUP HOLDINGS INC. (Exact name of registrant as specified in charter) Delaware 001-36530 46-3561419 (State or other jurisdiction (Commission (IRS Employer of I

Annual Report - AMENDMENT NO. 1 TO FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019. OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-36530 Touchpoint Group Holdings, Inc. (Exact

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 of 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 12, 2020 TOUCHPOINT GROUP HOLDINGS INC. (Exact name of registrant as specified in charter) Delaware 001-36530 46-3561419 (State or other jurisdiction (Commission (IRS Employer of

Touchpoint System Operator Agreement between the registrant and Royal Personal Training.

Exhibit 10.1 Touchpoint System Operator Agreement (Agreement) by and between Touchpoint Connect Limited., organized under the laws of England and Wales (hereinafter the Operator) and Royal Personal Training of 822 S. Robertson Blvd, STE 101, Beverley Hills CA (hereinafter the Customer) (each the Party and collectively the Parties) Table of Annexes Number of Annex Name of Annex 1 Description of Tou

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 of 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 30, 2020 TOUCHPOINT GROUP HOLDINGS INC. (Exact name of registrant as specified in charter) Delaware 001-36530 46-3561419 (State or other jurisdiction (Commission (IRS Employer o

Accord and First Amended Consulting Agreement dated April 16, 2020 by and between the registrant and Catalyst Corporate Solutions, LLC

Exhibit 10.46 ACCORD AND FIRST AMENDED CONSULTING AGREEMENT This Accord and First Amended Consulting Agreement (the “Amended Agreement”) is made as of April 16, 2020 (“Effective Date”) and amends that “Original Agreement” entered into by and between Touchpoint Group Holdings, Inc. (“TGHI” or the “Company”) (formerly, One Horizon Group, Inc.) and Catalyst Corporate Solutions, LLC, 10119 W. Lariat L

SUBSIDIARIES

Exhibit 21.1 SUBSIDIARIES Subsidiary name (As at December 31, 2019) Jurisdiction of Incorporation or Organization Percent Ownership 123Wish, Inc. Florida 51% One Horizon Hong Kong Ltd Hong Kong 100% Horizon Network Technology Co. Ltd China 100% Love Media House, Inc. Florida 100% Browning Productions & Entertainment, Inc. (1) Florida 51% Touchpoint Connect Limited UK 100% (1) The registrant sold i

Convertible Promissory Note dated November 21, 2019 issued by the registrant to Bespoke Growth Partners, Inc.

Exhibit 10.48 NEITHER THE ISSUANCE NOR 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

Consulting Agreement dated April 16, 2020 by and between the registrant and Quantum Lexicon

Exhibit 10.47 CONSULTING AGREEMENT This Consulting Agreement (the “Agreement”) is made as of April 16, 2020 (“Effective Date”), by and between Touchpoint Group Holdings (“TGHI” or the “Company”), a Delaware Cor- poration; and Quantum Lexicon, a Delaware Limited Liability Corporation, (“QL,” or the “Consult- ant”). Company and/or Consultant may each be referred to herein as a “Party,” and collectiv

Consulting Agreement dated August 5, 2019 by and between the registrant and Catalyst Corporate Solutions

Exhibit 10.45 CONSULTING AGREEMENT This Consulting Agreement (the “Agreement”) is made as of this 5th day of August, 2019 (“Effective Date”), by and between One Horizon Group, Inc. (“OHGI” or the “Company”), a Delaware Corporation; and Catalyst Corporate Solutions, LLC, 10119 W. Lariat Ln., Peoria, AZ 85383 (Tax ID: 012646848) (“Catalyst,” or the “Consultant”). Company and/or Consultant may each b

Annual Report - ANNUAL REPORT

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 December 31, 2019. OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-36530 Touchpoint Group Holdings, Inc. (Exact name of r

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 of 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 26, 2020 TOUCHPOINT GROUP HOLDINGS INC. (Exact name of registrant as specified in charter) Delaware 001-36530 46-3561419 (State or other jurisdiction (Commission (IRS Employer o

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 of 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 24, 2020 TOUCHPOINT GROUP HOLDINGS INC. (Exact name of registrant as specified in charter) Delaware 001-36530 46-3561419 (State or other jurisdiction (Commission (IRS Employe

Touchpoint Group Holdings Announces Sale of Browning Productions & Entertainment, Inc. Sale supports strategy to focus resources on TouchPoint customer and fan base software application

Exhibit 99.1 Touchpoint Group Holdings Announces Sale of Browning Productions & Entertainment, Inc. Sale supports strategy to focus resources on TouchPoint customer and fan base software application MIAMI, Florida –February 24, 2020 — Touchpoint Group Holdings, Inc. (OTCQB: TGHI) (Company or Touchpoint) a media and digital technology holding company, today announced the sale of Browning Production

Touchpoint Group Holdings Appoints Sports Industry Veteran Nalin Jay as Independent Director

Exhibit 99.1 Touchpoint Group Holdings Appoints Sports Industry Veteran Nalin Jay as Independent Director MIAMI, Florida –December 12, 2019 — Touchpoint Group Holdings, Inc. (OTCQB: TGHI) ( “Touchpoint” or “Company”), a media and digital technology holding company, today announced that it has appointed industry veteran Nalin Jay, CEO of Carnegie Stewart, to its Board of Directors as an independent

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 of 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 12, 2019 TOUCHPOINT GROUP HOLDINGS INC. (Exact name of registrant as specified in charter) Delaware 001-36530 46-3561419 (State or other jurisdiction (Commission (IRS Employe

TGHI / Touchpoint Group Holdings, Inc. 10-Q - Quarterly Report - QUARTERLY REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2019 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: 001-36530 Touchpoint Group

OHGI / One Horizon Group, Inc. NT 10-Q - - NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 001-36530 NOTIFICATION OF LATE FILING (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 September 30, 2019 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form

Certificate of Amendment to Certificate of Incorporation filed with the Delaware Secretary of State on September 16, 2019.

Exhibit 3.1 State of Delaware Secretary of State Division of Corporations Delivered 10:34 AM 09/16/2019 FILED 10:34 AM 09/16/2019 SR 20197044438 – File Number 5372227 CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION OF One Horizon Group, Inc. One Horizon Group, Inc. (the “Corporation”), a corporation organized and existing under the Delaware General Corporation Law (the “DGCL”), hereby

Regulation FD Disclosure, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 of 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 26, 2019 TOUCHPOINT GROUP HOLDINGS INC. (Exact name of registrant as specified in charter) Delaware 001-36530 46-3561419 (State or other jurisdiction (Commission (IRS Employ

Certificate of Amendment to Certificate of Incorporation filed with the Delaware Secretary of State on July 12, 2019.

Exhibit 3.2 CERTIFICATE OF AMENDMENT TO CERTIFICATE OF INCORPORATION OF ONE HORIZON GROUP, INC. Under Section 242 of the Delaware General Corporation Law One Horizon Group, Inc., a corporation organized and existing under the laws of the state of Delaware (the “Corporation”), hereby certifies as follows: The Certificate of Incorporation of the Corporation is hereby amended as follows: Paragraph on

One Horizon Group Announces Expansion into Billion Dollar Esports Market with Planned Acquisition of Midnight Gaming; Announces Name Change to Touchpoint Group Reflecting Expanded Focus on Digital Marketing

Exhibit 99.1 One Horizon Group Announces Expansion into Billion Dollar Esports Market with Planned Acquisition of Midnight Gaming; Announces Name Change to Touchpoint Group Reflecting Expanded Focus on Digital Marketing MIAMI, Sept. 26, 2019 (GLOBE NEWSWIRE) - One Horizon Group, Inc. (OTCQB: OHGI;TGHID) (Company or One Horizon) announced today that it has signed a binding agreement to acquire Midn

1,221,309 SHARES OF COMMON STOCK ONE HORIZON GROUP, INC.

PROSPECTUS Filed Pursuant to Rule 424(b)(3) Registration No. 333-233825 1,221,309 SHARES OF COMMON STOCK ONE HORIZON GROUP, INC. This Prospectus (this “Prospectus”) relates to the offer and sale from time to time of up to 1,221,309 shares of common stock, par value $0.0001 (“Common Stock”), of One Horizon Group, a Delaware corporation, by Crown Bridge Partners, LLC, a New York limited liability co

OHGI / One Horizon Group, Inc. CORRESP - -

ONE HORIZON GROUP, INC. 4300 Biscayne Blvd., Suite 203 Miami, Florida 33137 September 19, 2019 CORRESPONDENCE FILING VIA EDGAR Mr. Paul Fischer Office of Telecommunications U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: One Horizon Group, Inc. Registration Statement Filed on Form S-1 (File No. 333-233825) Dear Mr. Fischer: On behalf of One Horizon Group, Inc.

One Horizon Group, Inc. Subsidiaries of the Registrant

EXHIBIT 21.1 One Horizon Group, Inc. Subsidiaries of the Registrant Entity Name Place of Incorporation 123 Wish, Inc. Delaware Love Media House, Inc. Florida Browning Productions & Entertainment, Inc. Florida One Horizon Hong Kong, Ltd. Hong Kong

Convertible promissory note issued to Bespoke Growth Partners, Inc. on July 11, 2019

EXHIBIT 10.50 NEITHER THE ISSUANCE NOR 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

Power of Attorney (included on the signature page)

As filed with the Securities and Exchange Commission on September 18, 2019 Registration No.

OHGI / One Horizon Group, Inc. 10-Q - Quarterly Report - QUARTERLY REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2019 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: 001-36530 One Horizon Group, In

OHGI / One Horizon Group, Inc. NT 10-Q - - NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 001-36530 NOTIFICATION OF LATE FILING (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 June 30, 2019 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 of 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 5, 2019 ONE HORIZON GROUP, INC. (Exact name of registrant as specified in charter) Delaware 001-36530 46-3561419 (State or other jurisdiction (Commission (IRS Employer of Incor

Registration Rights Agreement entered into on August 5, 2019 and dated as of July 18, 2019, with Crown Bridge Partners, LLC

Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 18, 2019 (provided, however, that this Agreement shall only be effective as of the date that this Agreement is signed by the Company (as defined in this Agreement) and the Buyer (as defined in this Agreement) (the “Execution Date”)), by and between ONE HORIZON GROUP, INC., a Delaware corpo

Equity Purchase Agreement entered into on August 5, 2019 and dated as of July 18, 2019 with Crown Bridge Partners, LLC.

Exhibit 10.1 EQUITY PURCHASE AGREEMENT This equity purchase agreement (this “Agreement”) is entered into as of July 18, 2019 (provided, however, that this Agreement shall only be effective as of the Execution Date (as defined in this Agreement)), by and between One Horizon Group, Inc., a Delaware corporation (the “Company”), and Crown Bridge Partners, LLC, a New York limited liability company (the

Consulting Agreement with One Percent Investments, Inc.

Exhibit 10.1 CONSULTING AGREEMENT This Consulting Agreement (the “Agreement”) is made as of this 28th day of June, 2019 (“Effective Date”), by and between One Horizon Group, Inc. (“OHGI” or the “Company”), a Delaware Corporation; and One Percent Investments, Inc., a Delaware Corporation, (“One Percent,” or the “Consultant”). Company and/or Consultant may each be referred to herein as a “Party,” an

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 of 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 28, 2019 ONE HORIZON GROUP, INC. (Exact name of registrant as specified in charter) Delaware 001-36530 46-3561419 (State or other jurisdiction (Commission (IRS Employer of Incorp

One Horizon Group Issues Business Update for the First Quarter Ended March 31, 2019

Exhibit 99.1 One Horizon Group Issues Business Update for the First Quarter Ended March 31, 2019 MIAMI, May 21, 2019 (GLOBE NEWSWIRE) - One Horizon Group, Inc. (OTCQB: OHGI) (Company or One Horizon) today provided a business update and reported financial results for the first quarter ended March 31, 2019. First Quarter 2019 Highlights: ● Sold the Company’s majority interest in Banana Whale Studios

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 of 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 21, 2019 One Horizon Group, Inc. (Exact name of registrant as specified in charter) Delaware 001-36530 46-3561419 (State or other jurisdiction (Commission (IRS Employer of Incorpo

OHGI / One Horizon Group, Inc. 10-Q Quarterly Report 10-Q

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 March 31, 2019 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: 001-36530 One Horiz

OHGI / One Horizon Group, Inc. / Wu Zhanming - SC 13D/A Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 5)* One Horizon Group, Inc. (Name of Issuer) Common Stock, par value $0.0001 (Title of Class of Securities) 68235H 304 (CUSIP Num

IRREVOCABLE PROXY

Exhibit 99.13 IRREVOCABLE PROXY Martin Ward (the “Stockholder”), the record owner of 1,369,738 shares of common stock (the “Shares”) of One Horizon Group, Inc., a Delaware corporation (the “Company”), hereby (i) irrevocably grants to, and appoints, Zhanming Wu (“Wu”), or any other person as may be designated in writing by Wu, Stockholder’s proxy and attorney-in-fact (with full power of substitutio

March 1, 2019

EX-99.12 2 tv519735ex99-12.htm EXHIBIT 99.12 Exhibit 99.12 March 1, 2019 One Horizon Group, Inc. 34 South Molton Street London W1K 5RG, United Kingdom Zhanming Wu c/o Dachao Asset Management (Shanghai) Co., LTD. No. 868 Puming Road Building No. 5, Room 703 Shanghai, China 200120 RE: Letter Agreement re: Dismissal of Actions Dear Mr. Wu: Reference is made to that certain Settlement Agreement dated

IRREVOCABLE PROXY

Exhibit 99.14 IRREVOCABLE PROXY Mark Brian White (the “Stockholder”), the record owner of 4,140,603 shares of common stock (the “Shares”) of One Horizon Group, Inc., a Delaware corporation (the “Company”), hereby (i) irrevocably grants to, and appoints, Zhanming Wu (“Wu”), or any other person as may be designated in writing by Wu, Stockholder’s proxy and attorney-in-fact (with full power of substi

One Horizon Group Provides 2018 Year-End Business Update

Exhibit 99.1 One Horizon Group Provides 2018 Year-End Business Update MIAMI, Florida - April 16, 2019 —One Horizon Group, Inc. (OTCQB: OHGI) (Company or One Horizon) today provided a business update and reported results for the year-ended December 31, 2018. 2018 Highlights: ● Acquired 123Wish, a subscription-based, experience marketplace focused on providing users with exclusive opportunities to e

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 16, 2019 One Horizon Group, Inc. (Exact name of registrant as specified in charter) Delaware 001-36530 46-3561419 (State or other jurisdiction of incorporation) (Commission File

OHGI / One Horizon Group, Inc. 10-K (Annual Report)

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 December 31, 2018. OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-36530 One Horizon Group, Inc. (Exact name of registran

SUBSIDIARIES

Exhibit 21.1 SUBSIDIARIES Subsidiary name Jurisdiction of Incorporation or Organization Percent Ownership 123Wish, Inc. Florida 51% One Horizon Hong Kong Ltd Hong Kong 100% Horizon Network Technology Co. Ltd China 100% Love Media House, Inc. Florida 100% Browning Productions & Entertainment, Inc. Florida 51%

OHGI / One Horizon Group, Inc. NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 001-36530 NOTIFICATION OF LATE FILING (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 December 31, 2018 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 1

OHGI / One Horizon Group, Inc. FORM 25

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 25 OMB APPROVAL OMB Number: 3235-0080 Expires: March 31, 2021 Estimated average burden hours per response 1.00 NOTIFICATION OF REMOVAL FROM LISTING AND/OR REGISTRATION UNDER SECTION 12(b) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-36530 One Horizon Group, Inc. (Exact name of Issuer as specified in

One Horizon Group Announces Voluntary Delisting from NASDAQ

Exhibit 99.1 NEWS One Horizon Group Announces Voluntary Delisting from NASDAQ MIAMI – February 26, 2019 – One Horizon Group, Inc. (NASDAQ: OHGI) (the “Company”) today announced that it has notified The Nasdaq Stock Market LLC (“NASDAQ”) of its intent to withdraw its common stock, par value $0.0001 per share, from listing on the NASDAQ Capital Market. The Company intends to file with the Securities

Regulation FD Disclosure, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, 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 26, 2019 One Horizon Group, Inc. (Exact name of registrant as specified in charter) Delaware 001-36530 46-3561419 (State or other jurisdiction of incorporation) (Commission F

One Horizon Group Announces Signing of Exchange Agreement to Acquire Majority Interest in MAHAM MAHAM is a unique yoga concept attracting celebrities, models and wellness seekers MAHAM to launch streaming fitness classes on-demand and live from Miami

Exhibit 99.1 NEWS One Horizon Group Announces Signing of Exchange Agreement to Acquire Majority Interest in MAHAM MAHAM is a unique yoga concept attracting celebrities, models and wellness seekers MAHAM to launch streaming fitness classes on-demand and live from Miami Beach Acquisition expands social media reach; leverages 123Wish Platform Technology MIAMI – February 21, 2019 – One Horizon Group,

Regulation FD Disclosure, Financial Statements and Exhibits, 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): February 20, 2019 One Horizon Group, Inc. (Exact name of registrant as specified in charter) Delaware 001-36530 46-3561419 (State or other jurisdiction of incorporation) (Commission F

Exchange Agreement dated as of February 20, 2019 with Maham LLC.

Exhibit 10.1 EXCHANGE AGREEMENT Dated as of February 20, 2019 This Exchange Agreement, (the “Agreement”) is entered into as of the date first set forth above (the “Effective Date”), by and among (i) One Horizon Group, Inc., a Delaware corporation (“OHGI”); (ii) MAHAM LLC, a Florida limited liability company (“Company”), (iii) all of the members of the Company (“Members”); and Skylar Hauswirth as t

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

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, 2019 One Horizon Group, Inc. (Exact name of registrant as specified in charter) Delaware 001-36530 46-3561419 (State or other jurisdiction of incorporation) (Commission Fi

Pledge and Escrow Agreement dated as of February 4, 2019.

Exhibit 10.3 PLEDGE AND ESCROW AGREEMENT PLEDGE AND ESCROW AGREEMENT, dated as of February 4, 2019 (this “Agreement”), by and among One Horizon Group, Inc., a Delaware corporation (“OHGI”), Sargon Petros, Mark Hogbin, Rita Liu and Jeremy Chung (collectively, the “Founding Stockholders” or “Stockholders”), and Mandelbaum Salsburg P.C. (the "Agent"). Preliminary Statement Concurrently with the execu

Agreement dated as of February 4, 2019 relating to Disposition of Banana Whale Studios Pte. Ltd.

Exhibit 10.1 EXECUTION VERSION AGREEMENT This AGREEMENT (the “Agreement”) is entered into as of February 4, 2019 (the “Closing Date”), by and among One Horizon Group, Inc., a Delaware corporation (“OHGI”), Banana Whale Studios Pte Ltd, a Singapore corporation (the “Company”), Sargon Petros, Mark Hogbin, Rita Liu and Jeremy Chung (the “Stockholders”), upon the following premises: Preliminary Statem

Promissory Note of Banana Whale Studios Pte Ltd dated February 4, 2019.

Exhibit 10.2 PROMISSORY NOTE $500,000 February 4, 2019 For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Banana Whale Studios Pte Ltd (the “Company”) agrees to pay to the order of One Horizon Group, Inc. (“OHGI”), on or before December 31, 2019 (the “Maturity Date”), the principal sum of five hundred thousand ($500,000) U. S. dollars together with i

One Horizon Group Announces Sale of Majority Interest in Gaming Software Company Banana Whale Studios Company to Focus on Expansion of Social Media Platform with Sports and Wellness Partners, Payment Systems and Media Production

Exhibit 99.1 NEWS One Horizon Group Announces Sale of Majority Interest in Gaming Software Company Banana Whale Studios Company to Focus on Expansion of Social Media Platform with Sports and Wellness Partners, Payment Systems and Media Production LONDON, LOS ANGELES AND MIAMI – February 5, 2019 – One Horizon Group, Inc. (NASDAQ: OHGI) today announced that it has completed the sale of its majority

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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 28, 2019 One Horizon Group, Inc. (Exact name of registrant as specified in charter) Delaware 001-36530 46-3561419 (State or other jurisdiction of incorporation) (Commission Fi

Submission of Matters to a Vote of Security Holders

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 27, 2018 One Horizon Group, Inc. (Exact name of registrant as specified in charter) Delaware 001-36530 46-3561419 (State or other jurisdiction of incorporation) (Commission F

Regulation FD Disclosure, Financial Statements and Exhibits

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 29, 2018 One Horizon Group, Inc. (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER) Delaware 001-36530 46-3561419 (State or Other Jurisdiction (Commission File Number) (IRS Employer of Inc

One Horizon Group’s Browning Productions & Entertainment Provides Business Update

Exhibit 99.1 NEWS One Horizon Group’s Browning Productions & Entertainment Provides Business Update LONDON, LOS ANGELES AND MIAMI – November 29, 2018 – One Horizon Group, Inc. (Nasdaq: OHGI) is pleased to report that its majority-owned subsidiary Browning Productions & Entertainment (“Browning”) has been selected to produce and distribute numerous television programs spanning dozens of episodes in

OHGI / One Horizon Group, Inc. DEF 14A

EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) 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 Statement ☐ Defin

ONE HORIZON GROUP, INC. 14,500,000 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-228441 PROSPECTUS ONE HORIZON GROUP, INC. 14,500,000 Shares of Common Stock This prospectus relates to the resale by the selling stockholders named in this prospectus (the “Selling Stockholders”) of 14,500,000 shares of our common stock (the “Shares”). See “Selling Stockholders.” The Selling Stockholders may sell the Shares from time-to-time on

OHGI / One Horizon Group, Inc. CORRESP

ONE HORIZON GROUP 34 South Molton Street London W1K 5RG, United Kingdom November 21, 2018 Office of Telecommunications Division of Corporation Finance U.

OHGI / One Horizon Group, Inc. PRE 14A

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 (Amendment No. ) 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)) ☐ Defin

OHGI / One Horizon Group, Inc. S-3

As filed with the Securities and Exchange Commission on November 16, 2018 Registration No.

Consulting Agreement with One Percent Investments, Inc.

Exhibit 10.6 CONSULTING AGREEMENT This Consulting Agreement (the “Agreement”) is made as of November 9, 2018, (“Effective Date”), by and between One Horizon Group, Inc. (NASDAQ: OHGI), a Delaware Corporation with an office and place of business located at 34 South Molton Street, London W1K 5RG UK (“OHGI” or the “Company”), and One Percent Investments, Inc. with an address at 330 Clematis Street, S

Securities Purchase Agreement with BK Consulting Group, LLC.

Exhibit 10.8 SECURITIES PURCHASE AGREEMENT Securities Purchase Agreement (this “Agreement”) between One Horizon Group, Inc., a Delaware corporation (the “Company”), and the purchaser whose name appears on the signature page hereof (the “Purchaser”). Preliminary Statement The Company is offering up to nine million five hundred thousand (9,500,000) shares (the “Shares”) of the Company’s common stock

Securities Purchase Agreement with Bespoke Growth Partners, Inc.

Exhibit 10.7 SECURITIES PURCHASE AGREEMENT Securities Purchase Agreement (this “Agreement”) between One Horizon Group, Inc., a Delaware corporation (the “Company”), and the purchaser whose name appears on the signature page hereof (the “Purchaser”). Preliminary Statement The Company is offering up to nine million five hundred thousand (9,500,000) shares (the “Shares”) of the Company’s common stock

OHGI / One Horizon Group, Inc. FORM 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2018 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: 001-36530 One Horizon Grou

OHGI / One Horizon Group, Inc. NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12B-25 NOTIFICATION OF LATE FILING SEC File Number: 001-36530 Check One: ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form NSAR For the period ended: September 30, 2018 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Repo

One Horizon Group Receives 180-Day Extension to Regain Compliance with NASDAQ Minimum Bid Price Requirement No Reverse Split Required at this Time

Exhibit 99.1 NEWS One Horizon Group Receives 180-Day Extension to Regain Compliance with NASDAQ Minimum Bid Price Requirement No Reverse Split Required at this Time LONDON – November 7, 2018 – One Horizon Group, Inc. (Nasdaq: OHGI) today announced that it has received a letter from Nasdaq Listing Qualifications stating that OHGI has been granted an additional 180-day grace period (“Second Complian

Regulation FD Disclosure, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

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 7, 2018 One Horizon Group, Inc. (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER) Delaware 001-36530 46-3561419 (State or Other Jurisdiction (Commission File Number) (IRS Employer of Inco

ONE HORIZON GROUP, INC. 15,484,039 Shares of Common Stock

Filed pursuant to Rule 424(b)(3) Registration No. 333-227971 PROSPECTUS ONE HORIZON GROUP, INC. 15,484,039 Shares of Common Stock This prospectus relates to the resale by Zhanming Wu (the “Selling Stockholder”) of 15,484,039 shares of our common stock (the “Shares”), including 129,630 shares (the “Warrant Shares”) which the Selling Stockholder may acquire upon exercise of warrants (the “Warrants”)

OHGI / One Horizon Group, Inc. CORRESP

ONE HORIZON GROUP 34 South Molton Street London W1K 5RG, United Kingdom October 30, 2018 Office of Telecommunications Division of Corporation Finance U.

Settlement Agreement relating to the Wu Litigation

Exhibit 10.1 SETTLEMENT AGREEMENT Settlement Agreement dated as of October 15, 2018 (this “Agreement”) by and among Zhanming Wu (“Wu”), having an address c/o Dachao Asset Management (Shanghai) Co., Ltd., No. 868 Puming Road, Bldg No. 5, Room 703, Shanghai, F4 200123, China, One Horizon Group, Inc., a Delaware corporation (the “Company”) having an office at 34 South Molton Street, London W1K 5RG, U

OHGI / One Horizon Group, Inc. S-3

As filed with the Securities and Exchange Commission on October 24, 2018 Registration No.

Financial Statements and Exhibits, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities

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 22, 2018 One Horizon Group, Inc. (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER) Delaware 001-36530 46-3561419 (State or Other Jurisdiction (Commission File Number) (IRS Employer of Inco

Exchange Agreement dated as of October 22, 2018 for the acquisition of a majority of the outstanding shares of Browning

Exhibit 10.1 EXECUTION COPY EXCHANGE AGREEMENT This EXCHANGE AGREEMENT (the “Agreement”) is entered into October 22, 2018, by and among One Horizon Group, Inc., a Delaware corporation (“OHGI”), Browning Productions & Entertainment, Inc., a Florida corporation (the “Company”), and William J. Browning (“WJB”), the owner of all of the outstanding shares of the Company (“Shareholder”), upon the follow

One Horizon Group Enters into Definitive Agreement to Acquire Browning Productions & Entertainment Browning Features Global Distribution and Cutting-Edge Technology

Exhibit 99.1 NEWS One Horizon Group Enters into Definitive Agreement to Acquire Browning Productions & Entertainment Browning Features Global Distribution and Cutting-Edge Technology LONDON, LOS ANGELES and MIAMI – October 23, 2018 – One Horizon Group, Inc. (NASDAQ: OHGI) today announced that it has entered into an Exchange Agreement to acquire a majority interest in Browning Productions & Enterta

Regulation FD Disclosure, Financial Statements and Exhibits

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 23, 2018 One Horizon Group, Inc. (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER) Delaware 001-36530 46-3561419 (State or Other Jurisdiction (Commission File Number) (IRS Employer of Inco

Date: ________________

Exhibit 99.11 Date: One Horizon Group, Inc. Attn: Board of Dirctors T1-017 Tierney Building University of Limerick Limerick Ireland Re: Resignation To the Board of Directors of One Horizon Group, Inc. Effective as of the date set forth above, I hereby resign as Chief Financial Officer of One Horizon Group, Inc. Sincerely, /s/ Martin Ward Martin Ward

Date: ________________

Exhibit 99.10 Date: One Horizon Group, Inc. Attn: Board of Directors T1-017 Tierney Building University of Limerick Limerick Ireland Re: Resignation To the Board of Directors of One Horizon Group, Inc. Effective as of the date set forth above, I hereby resign as Chief Executive Officer of One Horizon Group, Inc. Sincerely, /s/ Mark B. White Mark B. White

SETTLEMENT AGREEMENT

Exhibit 99.9 SETTLEMENT AGREEMENT Settlement Agreement dated as of October 15, 2018 (this “Agreement”) by and among Zhanming Wu (“Wu”), having an address c/o Dachao Asset Management (Shanghai) Co., Ltd., No. 868 Puming Road, Bldg No. 5, Room 703, Shanghai, F4 200123, China, One Horizon Group, Inc., a Delaware corporation (the “Company”) having an office at 34 South Molton Street, London W1K 5RG, U

OHGI / One Horizon Group, Inc. / Wu Zhanming - SC 13D/A Activist Investment

SC 13D/A 1 tv505093sc13da.htm SC 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 4)* One Horizon Group, Inc. (Name of Issuer) Common Stock, par value $0.0001 (Title of Cla

Regulation FD Disclosure, Financial Statements and Exhibits

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, 2018 One Horizon Group, Inc. (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER) Delaware 001-36530 46-3561419 (State or Other Jurisdiction (Commission File Number) (IRS Employer of Inco

One Horizon Group and Shareholder Zhanming Wu Execute Settlement Agreement Resolving All Litigation

Exhibit 99.1 NEWS One Horizon Group and Shareholder Zhanming Wu Execute Settlement Agreement Resolving All Litigation LONDON, October 17, 2018 – One Horizon Group (NASDAQ: OHGI) is pleased to report that OHGI, its Directors and shareholder Zhanming Wu have entered into a Settlement Agreement in connection with the actions commenced by Mr. Wu. The Agreement provides for the immediate cessation of a

OHGI / One Horizon Group, Inc. CORRESP

ONE HORIZON GROUP 34 South Molton Street London W1K 5RG, United Kingdom October 10, 2018 Office of Telecommunications Division of Corporation Finance U.

OHGI / One Horizon Group, Inc. S-3

As filed with the Securities and Exchange Commission on October 9, 2018 Registration No.

One Horizon Group Acquires Intellectual Property Rights Software and Source Code will Allow Company to Close Deals for “123Platform”

Exhibit 99.1 NEWS One Horizon Group Acquires Intellectual Property Rights Software and Source Code will Allow Company to Close Deals for “123Platform” LONDON, October 9, 2018 – One Horizon Group (NASDAQ: OHGI) (“OHGI” or the “Company”) is pleased to report that it has entered into an agreement that grants the Company an eighty percent ownership interest in the software and source code and all othe

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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 4, 2018 One Horizon Group, Inc. (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER) Delaware 001-36530 46-3561419 (State or Other Jurisdiction (Commission File Number) (IRS Employer of Incor

Securities Purchase Agreement dated as of October 4, 2018 with First Choice International Company, Inc.

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT One Horizon Group, Inc., a Delaware corporation (the “Company”), is offering to the entity identified on the signature page hereto (“Purchaser”), up to four million two hundred and fifty thousand (4,250,000) Units, each Unit consisting of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and a one (1) year warrant,