Amended Current Report Filing (8-k/a)
September 19 2017 - 5:12PM
Edgar (US Regulatory)
UNITED
STATES
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
September
11, 2017
Date
of Report (Date of earliest event reported)
GTX
Corp.
(Exact
name of registrant as specified in its charter)
Nevada
|
|
000-53046
|
|
98-0493446
|
(State
or other jurisdiction
of incorporation)
|
|
(Commission
File Number)
|
|
(IRS
Employer
Identification No.)
|
117
W. 9
th
St., Suite 1214, Los Angeles, CA
|
|
90015
|
(Address
of principal executive offices)
|
|
(Zip
Code)
|
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))
|
EXPLANATORY
NOTE
On
September 18, 2017, GTX Corp. (the “Company”) filed a current report on form 8K (“Current Report”) disclosing
the entry by the Company into two definitive agreements. The Company is filing this amendment to the Current Report (“Amendment”)
to disclose an additional Lock-Up Agreement entered for the Company’s benefit.
Item
1.01 Entry into a Material Definitive Agreement.
On
September 14, 2017, the Company entered into a Lock-Up Agreement with the Special Equities Group, LLC (“SEG”) for
shares issued pursuant to conversions of existing convertible promissory notes previously issued by the Company to SEG. The Lock-Up
Agreement provides SEG with an orderly process for conversion. In consideration for the conversion guidelines, SEG has agreed
not to sell any shares acquired from conversion of the outstanding convertible promissory notes until October 14, 2017. The agreement
executed by SEG was identical to the one entered by Diamondrock, as disclosed in the Current Report.
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.
|
GTX
Corp.
|
|
|
|
Date:
September 19, 2017
|
By:
|
/s/
Patrick Bertagna
|
|
|
Patrick
Bertagna, CEO
|