Current Report Filing (8-k)
September 22 2022 - 7:01AM
Edgar (US Regulatory)
0001375793
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0001375793
2022-09-20
2022-09-20
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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
September
20, 2022
Date
of Report (Date of earliest event reported)
Metalert,
Inc.
(Exact
Name of Registrant as Specified in Its Charter)
Nevada |
|
000-53046 |
|
98-0493446 |
(State
or Other Jurisdiction of
Incorporation or Organization) |
|
(Commission
File Number) |
|
(I.R.S.
Employer
Identification No.) |
117
W. 9th Street,
Suite 1214,
Los Angeles,
CA |
|
90015 |
(Address
of Principal Executive Offices) |
|
(Zip
Code) |
213-489-3019
Registrant’s
telephone number, including area code
GTX
Corp |
(Former
Name or former Address, if Changed Since Last Report) |
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:
|
☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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|
☐ |
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)) |
|
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|
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
N/A |
|
N/A |
|
N/A |
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
5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Years.
On
August 2, 2022, the Company filed a Definitive Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934
with the Securities and Exchange Commission, which became effective on September 11, 2022. On September 12, 2022, the Company filed with
the Secretary of State of the State of Nevada a Certificate of Amendment to our Restated Certificate of Incorporation to change our corporate
name from GTX Corp to Metalert, Inc., effective September 12, 2022 (the “Name Change”). A copy of the Certificate of Amendment
to Restated Certificate of Incorporation is attached as Exhibit 3.1 hereto.
Additionally,
on September 12, 2022, the Company filed with the Secretary of State of the State of Nevada a Certificate of Change 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, effective September 12, 2022 (the “Reverse Split”). Further, as part of the Reverse Stock
Split, proportionate adjustments of the Reverse Stock Split conversion ratio were 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. A copy of the Certificate of Change is attached as Exhibit 3.2 hereto.
On
September 19, 2022, FINRA notified the Company that is has received the necessary information to process our name change in the trading
market and announce such change on its Daily List Announcement, effective September 20, 2022. Our filing was made to FINRA pursuant to
FINRA Rule 6490. Our Articles of Incorporation were amended as a result of the approval of our Board of Directors and the approval of
our stockholders holding 900,000 shares of the Company’s Series A preferred stock representing approximately 66.67%, or 494,175,384
votes of the 741,263,076 total available votes represented by the issued and outstanding common stock of the Company.
In
connection with our name change, our board of directors amended our by-laws to reflect the corporate name to Metalert, Inc., also effective
on September 20, 2022. No other changes were made to our by-laws. A copy of the Amended and Restated By-laws reflecting this amendment
is attached as Exhibit 3.3 hereto.
Our
common stock will continue to be quoted on the OTC Markets Group Inc.’s Pink Open Market, under the ticker symbol “GTXOD”
for 20 business days following FINRA’s announcement of the Reverse Split and Name Change. However, it is anticipated that a new
ticker symbol shall be in place in October 2022. The Company’s new CUSIP number is 362408304. Outstanding stock certificates for
shares of the Company are not affected by the name change; they continue to be valid and need not be exchanged.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits. The following exhibits are included herewith.
Forward-
Looking Statements
Statements
contained in this Current Report on Form 8-K that are not statements of historical fact are intended to be and are hereby identified
as “forward-looking statements” for purposes of the safe harbor provided by the Private Securities Litigation Reform Act
of 1995. Generally, forward-looking statements include expressed expectations of future events and the assumptions on which the expressed
expectations are based. All forward-looking statements are inherently uncertain as they are based on various expectations and assumptions
concerning future events and they are subject to numerous known and unknown risks and uncertainties which could cause actual events or
results to differ materially from those projected. The Company undertakes no obligation to update or revise this Current Report to reflect
future developments except as otherwise required by the Securities Exchange Act of 1934.
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.
September
22, 2022 |
Metalert,
Inc. |
|
|
|
|
By: |
/s/
Patrick Bertagna |
|
Name: |
Patrick
Bertagna |
|
Title: |
Chief
Executive Officer |
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