Current Report Filing (8-k)
June 22 2018 - 3:31PM
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
June
22, 2018
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
or Organization)
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(Commission
File
Number)
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(I.R.S.
Employer
Identification
No.)
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117
W. 9
th
Street, 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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213-489-3019
Registrant’s
telephone number, including area code
N/A
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(Former
Name or former Address, if Changed Since Last Report)
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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:
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[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate
by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act
of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company [ ]
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Item
3.03
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Material
Modification to Rights of Security Holders.
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(a)
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To
the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is
incorporated herein by reference.
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Item
5.03
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Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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(a)
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Effective
on June 22, 2018, GTX Corp. (“GTX”) amended its Amended and Restated Articles of Incorporation to effect a 1-for-75
reverse stock split of the shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”),
either issued and outstanding or held by the Company as treasury stock, effective as of 5:00 p.m. (Nevada time) on
June 22, 2018 (the “Reverse Stock Split”).
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(b)
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As
reported below under Item 5.07 of this Current Report on Form 8-K, the Company held a special meeting of its Board of Directors
on June 14, 2018, at which meeting the Company’s Board of Directors, by an affirmative vote of the majority of the Company’s
outstanding shares of capital stock, approved the amendment to the Company’s Restated Certificate of Incorporation (the
“Certificate of Incorporation”) to effect the Reverse Stock Split at a ratio of one-for-seventy-five shares (1:75),
and approved the corresponding final form of the Certificate of Amendment.
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(c)
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As
a result of the Reverse Stock Split, every seventy-five shares of issued and outstanding Common Stock will be automatically
combined into one issued and outstanding share of Common Stock, without any change in the par value per share. No fractional
shares will be issued as a result of the Reverse Stock Split. Any fractional shares that would otherwise have resulted from
the Reverse Stock Split will be paid in cash in a proportionate amount based on the average closing price of the Common Stock
as reported by The Over-The-Counter Markets Alternative Reporting Pink (“OTC Markets”) for the five trading
days immediately preceding the date of the Reverse Stock Split. The Reverse Stock Split will reduce the number of shares of
Common Stock outstanding from 847.97 million shares to approximately 11.32 million shares, subject to adjustment for the payment
of cash in lieu of fractional shares. The number of authorized shares of Common Stock under the Certificate of Incorporation
will remain unchanged at 2.071 billion shares.
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(d)
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The
Common Stock will begin trading on a reverse stock split-adjusted basis on The OTC Markets upon approval by FINRA.
The trading symbol for the Common Stock will remain “GTXO.” The new CUSIP number for the Common Stock following
the Reverse Stock Split is 362408 205.
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(e)
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The
information set forth herein is qualified in its entirety by reference to the complete text of the Certificate of Amendment,
a copy of which is filed with this report as Exhibit 3.1.
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Item
5.07
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Submission
of Matters to a Vote of Securities Holders.
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(a)
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On
June 14, 2018, the transaction was submitted for shareholder approval, and majority of common shares, as voted through the
holders of preferred stock with voting rights, approved the transaction of the proposal set forth below.
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(i)
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Approval of an amendment to the Certificate of Incorporation to effect a reverse stock split of the Common Stock of a ratio
determined by the Board, without reducing the authorized number of shares of the Common Stock.
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Item
9.01
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Financial
Statements and Exhibits
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(i)
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The
following exhibits are filed or furnished as part of this report:
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*
Filed herewith.
**
Furnished herewith.
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, hereto duly authorized.
June
22, 2018
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GTX
Corp.
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By:
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/s/
Patrick Bertagna
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Name:
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Patrick
Bertagna
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Title:
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Chief
Executive Office
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