Current Report Filing (8-k)
January 19 2021 - 4:29PM
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
January
11, 2021
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. 9th 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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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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N/A
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N/A
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N/A
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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
4.01
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Changes
in Registrant’s Certified Public Accountant
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(a)
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Dismissal
of Weinberg & Company P.A. (“Weinberg”), Certified Public Accountants
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(i)
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On
January 14, 2021, Weinberg & Company P.A. (“Weinberg”) was dismissed as the Company’s independent registered
public accounting firm. Weinberg had served as the Company’s independent registered public accounting firm since 2018.
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(ii)
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Weinberg’s
audit reports on the financial statements of the Company for the fiscal years ended December 31, 2019 and 2018 contained no
adverse opinion or disclaimer of opinion, nor were they qualified as to uncertainty, audit scope or accounting principles
except that such reports included an explanatory paragraph describing the uncertainty of the Company’s ability to continue
as a going concern,
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(iii)
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The
dismissal of Weinberg was agreed to by the GTX Board of Directors and Audit Committee on January 14, 2021.
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(iv)
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During
the fiscal years ended December 31, 2019 and 2018, and through January 14, 2021, there were no “disagreements”
(as such term is defined in Item 304 of Regulation S-K) or reportable events ( as described under Item 304(a)(1)(v) of Regulation
S-K) with Weinberg on any matter of accounting principles or practices, financial statement disclosure, or auditing scope
or procedure, which disagreement, if not resolved to their satisfaction, would have caused Weinberg to make reference to the
subject matter of the disagreement in connection with its reports.
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(v)
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The
Company provided Weinberg with its disclosures in the Current Report on Form 8-K disclosing the dismissal of Weinberg and
requested in writing that Weinberg furnish the Company with a letter addressed to the Securities and Exchange Commission stating
whether or not they agree with such disclosures. Weinberg’s response is filed as an exhibit to this Current Report on
Form 8-K.
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(b)
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Appointment
of M&K CPAS, PLLC (“M&K”), Certified Public Accountants
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(i)
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Following
a careful deliberation and competitive process among various accounting firms, on January 11, 2021, the Company’s Board
of Directors and Audit Committee approved the engagement of M&K as the Company’s independent registered public accounting
firm for the fiscal year ending December 31, 2020, effective January 11, 2021.
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(ii)
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Prior
to retaining M&K, the Company did not consult with M&K regarding either: (i) the application of accounting principles
to a specified transaction, either contemplated or proposed, or the type of audit opinion that might be rendered on the Company’s
financial statements; or (ii) any matter that was the subject of a “disagreement” or a “reportable event”
(as those terms are defined in Item 304 of Regulation S-K).
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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.
January
19, 2021
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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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