UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14C INFORMATION
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 |
☐ |
Definitive
Additional Materials |
☐ |
Soliciting
Material Under §240.14(a)(12) |
GTX Corp.
(Name
of Registrant as Specified in Its Charter)
Payment
of Filing Fee (Check the appropriate box): |
☒ |
No
fee required. |
☐ |
Fee
computed on table below per Exchange Act Rules 14c-5(g) and
0-11. |
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1) |
Title
of each class of securities to which transaction
applies: |
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2) |
Aggregate
number of securities to which transaction applies: |
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3) |
Per
unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11
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(set forth the amount on which the filing fee is calculated and
state how it was determined): |
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4) |
Proposed
maximum aggregate value of the transaction: |
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5) |
Total
fee paid: |
☐ |
Fee
paid previously with preliminary materials. |
☐ |
Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing by
registration statement number, or the Form
or Schedule and the date of its filing. |
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1) |
Amount
Previously Paid: |
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2) |
Form,
Schedule or Registration Statement No: |
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3) |
Filing
Party: |
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4) |
Date
Filed: |
GTX
CORP.
SCHEDULE
14C INFORMATION
Information
Statement Pursuant to Regulation 14C
of
the Securities Exchange Act of 1934 as amended
GTX
CORP.
NOTICE
OF STOCKHOLDER ACTION BY WRITTEN CONSENT
117
W. 9th Street #1214
Los
Angeles, CA 90015
July
19, 2022
WE
ARE NOT ASKING YOU FOR A PROXY AND
YOU
ARE REQUESTED NOT TO SEND US A PROXY
Dear
Stockholders:
GTX
Corp. is referred to herein as the “Company”, “we, “our” or
“us”.
This
Preliminary Information Statement has been filed with the
Securities and Exchange Commission and is being furnished, pursuant
to Section 14C of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), to the holders (the “Stockholders”) of the
common stock, par value $.0001 per share (the “Common Stock”), of
GTX Corp. a Nevada Corporation (the “Company”), to notify such
Stockholders that on or about June 24, 2022, the Company received
written consents in lieu of a meeting of the Stockholders, and
pursuant to §78.320 of the Revised Nevada Statutes, the holders of
900,000 shares of the Company’s Series A preferred stock
representing approximately 66.66% or 494,175,384 votes of the
741,263,076 total votes represented by the issued and outstanding
common stock of the Company and the votes granted to the Company’s
Series A Preferred Stockholders in accordance with the
super-majority voting power of the shares (the “Majority Vote”) as
of such date approved and authorized the Company’s Board of
Directors to take the following actions (the “Corporate
Actions”):
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(1) |
to
approve an amendment to our Articles of Incorporation in order to
effectuate a reverse stock split (pro-rata reduction of outstanding
shares) of our issued and outstanding shares of Common Stock and
Preferred Stock (Series A, B and C) at a ratio of 1-for-65 (the
“Reverse Stock Split”), with the Reverse Stock Split to be effected
at such time and date, if at all, as determined by the Board of
Directors in its sole discretion. Further, as part of the Reverse
Stock Split, proportionate adjustments of the Reverse Stock Split
conversion ratio may be made to the per share price and number of
shares of common stock that may be purchased or converted upon the
exercise or conversion of certain outstanding series of preferred
stock, stock options, warrants and convertible notes granted by the
Company based on the terms of each respective security. However, no
proportionate adjustments of the Reverse Stock Split conversion
ratio will be made to the number of authorized shares of the
Company’s Common Stock or Preferred Stock reserved for future
issuance, nor presently designated but unissued Preferred Stock as
part of the Reverse Stock Split; and |
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(2) |
to
approve a separate amendment to our Articles of Incorporation
(which, in the discretion of the Board, may be combined into one
amendment or filed as two separate amendments as determined by the
Board) in order to effectuate the Company’s name change from “GTX
Corp.” to “Metalert, Inc.” (the “Name Change”). |
This
notice and accompanying Information Statement shall constitute
notice to you the voting stockholder taking the aforementioned
Corporate Actions by written consent, without a meeting and by less
than unanimous consent of our stockholders, under §78.320 of the
Revised Nevada Statutes.
The
accompanying Information Statement is being provided to you for
your information to comply with the requirements of Regulation 14C
of the Securities and Exchange Act of 1934, as amended (the
“Exchange Act”). This Information Statement constitutes notice to
you of the aforementioned corporate actions to be taken without a
meeting, by less than unanimous consent of our stockholders,
pursuant to §78.320 of the Revised Nevada Statutes. Accordingly,
our Board is not soliciting your proxy or consent in connection
with the Corporate Actions and no action is required on your party
in connection with this document. You are urged to read this
Information Statement carefully and in its entirety for a
description of the Corporate Actions taken by the Majority
Vote. Stockholders who were not afforded an opportunity to
consent or otherwise vote with respect to the Corporate Actions
taken have no right under Nevada corporate law or the Articles of
Incorporation or Bylaws to dissent or require a vote of all
Stockholders.
Under
Rule 14c-2(b) of the Exchange Act, the Corporate Actions described
in this Information Statement will not become effective before a
date which is twenty (20) calendar days, or forty (40) calendar
days if the Company utilizes the notice and access model, after
this Information Statement is first provided to Stockholders. We
intend to distribute a notice of internet availability for this
Notice and Information Statement to our stockholders on or about
July 29, 2022 and the entire cost of furnishing this Information
Statement will be borne by the Company. The record date established
for the purposes of determining the number of issued and
outstanding shares of voting stock, and thus voting power, was June
24, 2022.
PLEASE
NOTE THAT THIS IS NOT A NOTICE OF A MEETING OF STOCKHOLDERS AND NO
STOCKHOLDERS’ MEETING WILL BE HELD TO CONSIDER THE MATTERS
DESCRIBED HEREIN. THIS INFORMATION STATEMENT IS BEING FURNISHED TO
YOU SOLELY FOR THE PURPOSE OF INFORMING STOCKHOLDERS OF THE MATTERS
DESCRIBED HEREIN PURSUANT TO SECTION 14(c) OF THE
EXCHANGE ACT AND THE REGULATIONS PROMULGATED THEREUNDER, INCLUDING
REGULATION 14C.
By
order of the Board of Directors of
GTX
CORP. |
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/s/
Patrick Bertagna |
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Name: |
Patrick
Bertagna |
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Title: |
President,
Chief Executive Officer and Chairman of the Board |
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GTX
CORP.
117
W. 9th Street #1214
Los
Angeles, CA 90015
INFORMATION
STATEMENT
WE
ARE NOT ASKING YOU FOR A PROXY AND
YOU
ARE REQUESTED NOT TO SEND A PROXY
INTRODUCTION
This
Information Statement is being furnished to the stockholders of GTX
Corp. (the “Company,” “we,” “us,” or “our”) in connection with the
actions to be taken by us as a result of a written consent in lieu
of a special meeting of the stockholders pursuant to the Revised
Nevada Statutes, dated June 24, 2022 and contains a summary of the
material aspects of the Reverse Stock Split and Name Change
approved by the Board and the holders of the majority of the
outstanding voting capital stock of the Company.
ACTION
TO BE TAKEN – REVERSE STOCK SPLIT AND NAME CHANGE
ACTION
- REVERSE STOCK SPLIT - DECREASE THE NUMBER OF ISSUED AND
OUTSTANDING SHARES OF OUR COMMON STOCK AND PREFERRED
STOCK
GENERAL
The
Board approved a resolution to effectuate a reverse stock split
(pro-rata reduction of outstanding shares) of our issued and
outstanding shares of Common Stock and Preferred Stock (Series A, B
and C) at a ratio of 1-for-65. Should the Board of Directors
exercise their discretion to effectuate the Reverse Stock Split, 65
shares of our Common Stock will be automatically converted into 1
share of Common Stock. Further, as part of the Reverse Stock Split,
proportionate adjustments of the Reverse Stock Split conversion
ratio may be made to the per share price and number of shares of
common stock that may be purchased or converted upon the exercise
or conversion of certain outstanding series of preferred stock,
stock options, warrants and convertible notes granted by the
Company based on the terms of each respective security. However, no
proportionate adjustments of the Reverse Stock Split conversion
ratio will be made to the number of authorized shares of the
Company’s common stock or preferred stock reserved for future
issuance, nor presently designated but unissued Preferred Stock as
part of the Reverse Stock Split.
The
following chart depicts the capitalization structure of the Company
both pre-Reverse Stock Split and post-Reverse Stock Split (the
post-split shares may differ slightly based on the number of
fractional shares):
Common
Stock Pre-Reverse Stock Split
Authorized Shares of Common Stock |
|
Issued Shares of Common Stock |
|
Authorized but Unissued Shares of
Common Stock |
2,071,000,000 |
|
247,087,692 |
|
1,823,912,308 |
Common
Stock Post-Reverse Stock Split
Authorized Shares of Common Stock |
|
Issued Shares of Common Stock |
|
Authorized but Unissued Shares of
Common Stock |
2,071,000,000 |
|
3,801,349 |
|
2,067,198,651 |
Preferred
Stock Pre-Reverse Stock Split
Authorized Shares of Preferred Stock |
|
Issued Shares of Preferred Stock |
|
Authorized but Unissued Shares of
Preferred Stock |
10,000,000 |
|
900,855 |
|
9,099,145 |
Preferred
Stock Post-Reverse Stock Split
Authorized Shares of Preferred Stock |
|
Issued Shares of Preferred Stock |
|
Authorized but Unissued Shares of
Preferred Stock |
10,000,000 |
|
13,859 |
|
9,986,141 |
No
fractional shares shall be issued as a result of the Reverse Stock
Split. Instead, the Company will issue to the Stockholders on
additional share of Common Stock for each fractional
shares.
PLEASE
NOTE THAT THE REVERSE STOCK SPLIT WILL NOT CHANGE YOUR
PROPORTIONATE EQUITY INTERESTS IN THE COMPANY, EXCEPT AS MAY RESULT
FROM THE ISSUANCE OR CANCELLATION OF SHARES PURSUANT TO THE
FRACTIONAL SHARES.
PLEASE
NOTE THAT THE REVERSE STOCK SPLIT WILL HAVE THE EFFECT OF
SUBSTANTIALLY INCREASING THE NUMBER OF SHARES THE COMPANY WILL BE
ABLE TO ISSUE TO NEW OR EXISTING SHAREHOLDERS BECAUSE THE NUMBER OF
AUTHORIZED SHARES WILL NOT BE REDUCED ON THE SAME PRO-RATA BASIS AS
THE SHARES ISSUED AND OUTSTANDING.
PURPOSE
AND MATERIAL EFFECTS OF THE REVERSE STOCK SPLIT
The
Company’s Board of Directors deemed it advisable and in the best
interests of the Company and its shareholders to reverse split of
the Company’s Common Stock at a ratio of one (1) for sixty-five
(65). The common stock of the Company currently trades at an
average daily price of less than $0.01 per share, which makes
transfer and clearing of shares even more difficult than the usual
problems dealing with penny stocks in general.
The
Board believes that the increased market price of the common stock
expected as a result of implementing the Reverse Stock Split will
improve marketability and overall liquidity of the common stock for
our shareholders and will encourage interest and trading in the
common stock. Because of the trading volatility often associated
with low-priced stocks, many brokerage houses and institutional
investors have internal policies and practices that either prohibit
them from investing in low-priced (sub-penny) stocks or tend to
discourage individual brokers from recommending low-priced stocks
to their customers. Some of those policies and practices may
function to make the processing of trades in low-priced stocks
economically unattractive to brokers. Additionally, because
brokers’ commissions on low-priced stocks generally represent a
higher percentage of the stock price than commissions on
higher-priced stocks, the current average price per share of the
common stock can result in individual stockholders paying
transaction costs representing a higher percentage of their total
share value than would be the case if the share price were
substantially higher. It should be noted that the liquidity of the
common stock may be adversely affected by the Reverse Stock Split
given the reduced number of shares that would be outstanding after
the reverse stock split. The Board anticipates, however, that the
expected higher market price will reduce, to some extent, the
negative effects on the liquidity and marketability of the common
stock inherent in some of the policies and practices of
institutional investors and brokerage houses described
above.
The
Company is currently listed on the OTC Pink Open Market. The Board
believes that the resulting price per share after the Reverse Stock
Split will help enable the Company to meet the initial listing
requirements of a higher broker-dealer network or exchange listing.
The Board believes such an occurrence will attract more potential
investors and will result in a more liquid public market. As a
result, the Board of Directors has proposed the Reverse Stock Split
as one method to help enable the Company’s long term success and
financing.
We
believe that the reverse stock split may improve the price level of
our Common Stock and that the higher share price could help
generate interest in the Company among investors and other business
opportunities. However, the effect of the Reverse Stock Split upon
the market price for our Common Stock cannot be predicted, and the
history of similar stock split combinations for companies in like
circumstances is varied. There can be no assurance that the market
price per share of our Common Stock after the Reverse Stock Split
will rise in proportion to the reduction in the number of shares of
Common Stock outstanding resulting from the Reverse Stock Split.
The market price of our Common Stock may also be based on our
performance and other factors, some of which may be unrelated to
the number of shares outstanding.
The
Reverse Stock Split will affect all of our Common Stock and
Preferred Stock stockholders uniformly and will not affect any
stockholder’s percentage ownership interests in the Company or
proportionate voting power. The principal effect of the Reverse
Stock Split will be that the number of shares of Common Stock
issued and outstanding will be reduced from 247,087,692 shares of
Common Stock as of June 24, 2022, to approximately 3,801,349 and
the number of shares of Preferred Stock issued and outstanding will
be reduced from 900,855 shares of Preferred Stock as of June 24,
2022 to approximately 13,859 (depending on the number of fractional
shares that are issued). The Reverse Stock Split will affect the
shares of Common Stock and Preferred Stock outstanding and the per
share exercise price and number of shares of common stock that may
be purchased upon exercise of certain outstanding stock options,
convertible notes or other convertible securities granted by the
Company.
The
Reverse Stock Split will not affect the par value of our Common
Stock or Preferred Stock. As a result, on the effective date of the
Reverse Stock Split, the stated capital on our balance sheet
attributable to our Common Stock and Preferred Stock will be
reduced to less than the present amount, and the additional paid-in
capital account shall be credited with the amount by which the
stated capital is reduced. The per share net income or loss and net
book value of our Common Stock and Preferred Stock will be
increased because there will be fewer shares of our Common Stock
and Preferred Stock outstanding.
The
Reverse Stock Split will not change the proportionate equity
interests of our stockholders, nor will the respective voting
rights and other rights of stockholders be altered except as may
result from the issuance or cancellation of shares pursuant to the
fractional shares. The Common Stock issued pursuant to the Reverse
Stock Split will remain fully paid and non-assessable. The Reverse
Stock Split is not intended as, and will not have the effect of, a
“going private transaction” covered by Rule 13e-3 under the
Securities Exchange Act of 1934. We will continue to be subject to
the periodic reporting requirements of the Securities Exchange Act
of 1934.
Stockholders
should recognize that they will own fewer numbers of shares than
they presently own (a number equal to the number of shares owned
immediately prior to the filing of the certificate of amendment
divided by the to be determined conversion ratio). While we expect
that the Reverse Stock Split will result in an increase in the
potential market price of our Common Stock, there can be no
assurance that the Reverse Stock Split will increase the potential
market price of our Common Stock by a multiple equal to the
exchange number or result in the permanent increase in any
potential market price (which is dependent upon many factors,
including our performance and prospects). Also, should the market
price of our Common Stock decline, the percentage decline as an
absolute number and as a percentage of our overall market
capitalization may be greater than would pertain in the absence of
a reverse split. Furthermore, the possibility exists that potential
liquidity in the market price of our Common Stock could be
adversely affected by the reduced number of shares that would be
outstanding after the Reverse Stock Split. In addition, the Reverse
Stock Split will increase the number of stockholders of the Company
who own odd lots (less than 100 shares). Stockholders who hold odd
lots typically will experience an increase in the cost of selling
their shares, as well as possible greater difficulty in effecting
such sales. Consequently, there can be no assurance that the
Reverse Stock Split will achieve the desired results that have been
outlined above.
As
discussed above, the Reverse Stock Split was the subject of a
unanimous vote by the Board of Directors approving the Reverse
Stock Split and the written consents of the holders of the Majority
Vote of the Company. There are no rules or practices on any stock
exchange that permit such exchange to reserve the right to refuse
to list or to de-list any stock which completes a reverse stock
split.
STOCKHOLDERS
SHOULD NOT DESTROY ANY STOCK CERTIFICATE AND SHOULD NOT SUBMIT ANY
CERTIFICATES WITHOUT THE LETTER OF TRANSMITTAL.
SUMMARY
OF REVERSE STOCK SPLIT
Below
is a summary of the Reverse Stock Split:
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The
issued and outstanding Common Stock shall be reduced on the basis
of one post-split share of the Common Stock and Preferred Stock for
every sixty-five (65) pre-split shares of the Common Stock and
Preferred Stock outstanding. The consolidation shall not affect any
rights, privileges, or obligations with respect to the shares of
the Common Stock and Preferred Stock existing prior to the
consolidation. |
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As a
result of the reduction of the Common Stock, as of June 24, 2022,
the pre-split total of issued and outstanding shares of 247,087,692
shall be consolidated to a total approximately 3,801,349 issued and
outstanding shares (depending on the number of fractional shares
that are issued). |
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As a
result of the reduction of the Preferred Stock, as of June 24,
2022, the pre-split total of issued and outstanding shares of
900,855 shall be consolidated to a total approximately 13,859
issued and outstanding shares (depending on the number of
fractional shares that are issued). |
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This
action has been approved by the Board and the written consent of
the holders of the Majority Vote of the Company. |
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The
entire cost of furnishing this Information Statement will be borne
by the Company. The Company will request brokerage houses,
nominees, custodians, fiduciaries and other like parties to forward
this Information Statement to the beneficial owners of the Common
Stock held of record by them and will reimburse such persons for
their reasonable charges and expenses in connection therewith. The
Board of Directors has fixed the record date as June 24, 2022, for
the determination of Stockholders who are entitled to receive this
Information Statement. |
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You
are being provided with this Information Statement pursuant to
Section 14C of the Exchange Act and Regulation 14C and Schedule 14C
thereunder, and, in accordance therewith, the Reverse Stock Split
will not be filed with the Secretary of State of the State of
Nevada or become effective until at least 20 calendar days, or
forty (40) calendar days if the Company utilizes the notice and
access model, after the mailing of this Information Statement or at
least 40 calendar days after the mailing of notice of internet
availability of this Information Statement. |
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A
notice of internet availability for this Notice and Information
Statement or this Information Statement will be mailed after the
Definitive Information Statement is filed with the SEC to all
Stockholders of record as of the Record date of June 24,
2022. |
RECOMMENDATION
OF THE BOARD OF DIRECTORS
The
Board of Directors of the Company (the “Board”) believes that the
Stockholders of the Company will benefit from the Reverse Stock
Split because it will attract potential investment from outside
investors which will create a more liquid public market for its
common stock and will help enable the Company to meet the initial
listing requirements of a higher broker-dealer network or exchange
listing.
ACTION
– NAME CHANGE – AMEND THE ARTICLES OF INCORPORATION TO CHANGE THE
NAME OF THE COMPANY
GENERAL
The
Board of Directors has determined the name change from GTX Corp. to
Metalert Inc. better reflects the current business direction of the
Company.
PURPOSE
OF THE NAME CHANGE
The
Company’s Board of Directors deemed it advisable and in the best
interests of the Company and its shareholders for the Corporation
to change its name to Metalert Inc. to accurately reflect the
current business direction of the Company.
SUMMARY
OF NAME CHANGE
Below
is a summary of the Name Change:
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The
Company shall amend its Articles of Incorporation to change its
name from GTX Corp. to Metalert Inc. |
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This
action has been approved by the Board and the written consent of
the holders of the Majority Vote of the Company. |
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The
entire cost of furnishing this Information Statement will be borne
by the Company. The Company will request brokerage houses,
nominees, custodians, fiduciaries and other like parties to forward
this Information Statement to the beneficial owners of the Common
Stock held of record by them and will reimburse such persons for
their reasonable charges and expenses in connection therewith. The
Board of Directors has fixed the record date as June 24, 2022, for
the determination of Stockholders who are entitled to receive this
Information Statement. |
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You
are being provided with this Information Statement pursuant to
Section 14C of the Exchange Act and Regulation 14C and Schedule 14C
thereunder, and, in accordance therewith, the Name Change will not
be filed with the Secretary of State of the State of Nevada or
become effective until at least 20 calendar days after the mailing
of this Information Statement or at least 40 calendar days after
the mailing of notice of internet availability of this Information
Statement. |
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A
notice of internet availability for this Notice and Information
Statement or this Information Statement will be mailed after the
Definitive Information Statement is filed with the SEC to all
Stockholders of record as of the Record date of June 24,
2022. |
ADDITIONAL
INFORMATION
The
Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”),
and in accordance therewith files reports, proxy statements and
other information including annual and quarterly reports on Form
10-K and 10-Q (the “1934 Act Filings”) with the Securities and
Exchange Commission (the “Commission”). Reports and other
information filed by the Company can be inspected and copied at the
public reference facilities maintained at the Commission at Room
1024, 450 Fifth Street, N.W., Washington, DC 20549. Copies of such
material can be obtained upon written request addressed to the
Commission, Public Reference Section, 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates. The Commission
maintains a website on the Internet (http://www.sec.gov) that
contains reports, proxy and information statements and other
information regarding issuers that file electronically with the
Commission through the Electronic Data Gathering, Analysis and
Retrieval System (“EDGAR”).
The
following documents as filed with the Commission by the Company are
incorporated herein by reference:
Form
10-Q for quarter ended on September 21, 2021
Form
10-K for fiscal year ended on December 31, 2021
Form
10-Q for quarter ended on March 31, 2022
OUTSTANDING
VOTING SECURITIES
Our
authorized capital stock consists of 2,071,000,000 shares of Common
Stock, par value $0.0001 per share, of which 247,087,692 shares are
outstanding as of the date of the filing of this Preliminary
Information Statement. Further, our authorized capital stock
consists of 10,000,000 shares of Preferred Stock, par value $0.001
per shares of which 900,855 shares are outstanding as of the date
of the filing of this Preliminary Information Statement, which
includes 900,000 Series A Preferred Stock, 180 Series B Preferred
Stock and 675 Series C Preferred Stock. Series A Preferred Stock
shall, collectively, at all times have super-majority voting power
equal to two-thirds (2/3rds) of the votes available to be cast on
any matter subject to a shareholder vote, representing 494,175,384
votes of the Company as of the date of filing this Preliminary
Information Statement. This results in 741,263,076 votes available
to be casted between the issued and outstanding shares of Common
Stock and Preferred Stock as of the date of this filing.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS
The
following table sets forth certain information as of June 24, 2022,
regarding the beneficial ownership of our common stock by (i) each
stockholder known by us to be the beneficial owner of more than
five percent of our common stock, (ii) by each of our executive
officers named in the Summary Compensation Table and our directors
and (iii) by all of our executive officers and directors as a
group. Each of the persons named in the table has sole voting and
investment power with respect to common stock beneficially owned.
Unless otherwise noted in the table, the address for each of the
persons identified is 117 W 9th Street; Suite 1214, Los Angeles, CA
90015. Beneficial ownership is calculated based upon 247,087,692
shares of common stock issued and outstanding as of June 24,
2022.
Name and Address of Beneficial Owner |
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Amount and Nature of Beneficial Ownership of Common Stock(1) |
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Percent
of
Common
Stock
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Amount and Nature of Beneficial Ownership of Preferred
Stock(1) |
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Percent
of
Preferred
Stock
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Patrick E.
Bertagna(2) |
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34,892,978 |
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11.12 |
% |
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500,000 |
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55.56 |
% |
CEO and Chairman of the Board |
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Alex McKean(3) |
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8,205,972 |
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2.61 |
% |
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0 |
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0.00 |
% |
Chief Financial Officer |
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Louis Rosenbaum(4) |
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11,875,546 |
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3.78 |
% |
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300,000 |
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33.33 |
% |
VP of Operations & Finance,
Director |
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Andrew Duncan(5) |
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12,486,725 |
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3.98 |
% |
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100,000 |
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11.11 |
% |
Director, Corporate Secretary,
Treasurer |
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All directors and named executive
officers as a group (4 persons) |
|
|
67,461,221 |
|
|
|
23.33 |
% |
|
|
900,000 |
|
|
|
100.00 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
greater than 5% ownership Shareholders
None
|
|
|
0 |
|
|
|
0.00 |
% |
|
|
|
|
|
|
0.00 |
% |
(1) |
Under
Rule 13d-3, a beneficial owner of a security includes any person
who, directly or indirectly, through any contract, arrangement,
understanding, relationship, or otherwise has or shares: (i) voting
power, which includes the power to vote, or to direct the voting of
shares; and (ii) investment power, which includes the power to
dispose or direct the disposition of shares. Certain shares may be
deemed to be beneficially owned by more than one person (if, for
example, persons share the power to vote or the power to dispose of
the shares). In addition, shares are deemed to be beneficially
owned by a person if the person has the right to acquire the shares
(for example, upon exercise of an option) within 60 days of the
date as of which the information is provided. In computing the
percentage ownership of any person, the amount of shares
outstanding is deemed to include the amount of shares beneficially
owned by such person (and only such person) by reason of these
acquisition rights. As a result, the percentage of outstanding
shares of any person as shown in this table does not necessarily
reflect the person’s actual ownership or voting power with respect
to the number of shares of common stock actually
outstanding. |
(2) |
Patrick
E. Bertagna owns convertible debt which may be converted into
34,580,469 shares of Common Stock upon conversion. |
|
|
(3) |
Alex
McKean owns convertible debt which may be converted into 8,151,483
shares of Common Stock upon conversion. |
|
|
(4) |
Louis
Rosenbaum owns convertible debt which may be converted into
11,741,645 shares of Common Stock upon conversion. |
|
|
(5) |
Andrew
Duncan owns convertible debt which may be converted into 12,280,877
shares of Common Stock upon conversion. |
DISSENTER’S
RIGHTS OF APPRAISAL
The
Stockholders have no right under Nevada Corporate Law, the
Company’s Articles of Incorporation or Bylaws to dissent from any
of the provisions adopted in the Amendment.
EFFECTIVE
DATE OF REVERSE STOCK SPLIT AND NAME CHANGE
Pursuant
to Rule 14c-2 under the Exchange Act, the Reverse Stock Split and
Name Change shall not be effective until a date at least twenty
(20) days, or forty (40) calendar days if the Company utilizes the
notice and access model, after the date on which this Information
Statement or notice of internet availability of this Information
Statement has been mailed to the Stockholders. The Company
anticipates that the action contemplated hereby will be effected on
or about the close of business on September 7, 2022.
CONCLUSION
As a
matter of regulatory compliance, we are sending you this
Information Statement which describes the purpose and effect of the
above actions. Your consent to the above action is not required and
is not being solicited in connection with this action. This
Information Statement is intended to provide our stockholders
information required by the rules and regulations of the Securities
Exchange Act of 1934.
WE
ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US
A PROXY. THE ATTACHED MATERIAL IS FOR INFORMATIONAL PURPOSES
ONLY.
Date:
July 19, 2022
By
Order of the Board of Directors
/s/
Patrick Bertagna |
|
Name: |
Patrick
Bertagna |
|
Title: |
President,
Chief Executive Officer and Chairman of the Board |
|
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