Current Report Filing (8-k)
November 23 2016 - 5:20PM
Edgar (US Regulatory)
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
November
21, 2016
Date
of Report (Date of earliest event reported)
GTX
Corp.
(Exact
name of registrant as specified in its charter)
Nevada
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000-53046
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98-0493446
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(State
or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification No.)
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117
W. 9
th
St., Suite 1214, Los Angeles, CA
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90015
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code
213-489-3019
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (
see
General Instruction A.2. below):
[ ] Written
communications pursuant to Rule 425 under Securities Act (17 CFR 230.425)
[ ] Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item
3.02 Unregistered Sale of Equity Securities.
On
November 21, 2016, GTX Corp. (the “Company”) closed a financing transaction with two (2) accredited investors (“Purchasers”)
whereby the Purchasers agreed to invest an aggregate of up to $152,500 to assist the Company with purchasing inventory to fulfill
recent orders. To date, the Company has received $52,500. The Company anticipates receiving the remaining funding in two (2) tranches
within the next 60 days.
Pursuant
to the investment terms, the Purchasers acquired non-interest bearing convertible notes, issued pursuant to Section 4(a)(2) of
the Securities Act of 1933, that may convert into the Company’s common shares at either a price equal to 51% of the lowest
trading price in the prior 20 days or $0.005, whichever is lower. The first note matures on May 14, 2017. The Company may prepay
the notes at any time with the following conditions; if the Company prepays the notes within the first 90 days, 10 % is added
to the payoff amount. If the Company prepays the notes after the first 90 days, 20% is added to the payoff amount.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
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GTX
Corp.
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Date:
November 23, 2016
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By:
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/s/
Patrick Bertagna
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Patrick
Bertagna, CEO
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