Attached files
| file | filename |
|---|---|
| EX-99.1 - GTX CORP | v166942_ex99-1.htm |
| EX-10.2 - GTX CORP | v166942_ex10-2.htm |
| EX-10.1 - GTX CORP | v166942_ex10-1.htm |
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
Date of Earliest Event Reported: November 16, 2009
GTX
CORP
(Exact
name of registrant as specified in its charter)
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Nevada
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000-53046
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98-0493446
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(State
or other jurisdiction
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(Commission
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(I.R.S.
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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117
W. 9th
Street, #1214
Los
Angeles, California
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90015
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|||
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (213)
489-3019
(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:
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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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Item
1.01. Entry Into a Material Definitive Agreement.
On
November 16, 2009, GTX Corp, a Nevada corporation (the “Company”), entered into
an Investment Agreement (“Investment Agreement”) with Dutchess Opportunity Fund, II, LP
(the “Investor”). Pursuant to the Investment Agreement, the
Investor committed to purchase up to $10,000,000 of the Company’s common stock,
over the course of thirty-six months (the “Equity Line
Financing”). The aggregate number of shares issuable by the Company
and purchasable by the Investor under the Investment Agreement is
12,000,000.
The
Company may draw on the facility from time to time, as and when it determines
appropriate in accordance with the terms and conditions of the Investment
Agreement. The maximum amount that the Company is entitled to put in
any one notice is 200% of the average daily volume (U.S. market only) of the
common stock for the three (3) trading days prior to the date of delivery of the
applicable put notice, multiplied by the average of the closing prices for such
trading days. The purchase price shall be set at
ninety-four percent (94%) of the volume weighted average price (VWAP) of the
Company’s common stock during the five (5) consecutive trading day period
beginning on the trading day immediately following the date of delivery of the
applicable put notice. There are put restrictions applied on days
between the put notice date and the closing date with respect to that particular
put. During this time, the Company shall not be entitled to deliver
another put notice. In addition, the Investor will not be obligated
to purchase shares if the Investor’s total number of shares beneficially held at
that time would exceed 4.99% of the number of shares of the Company’s common
stock as determined in accordance with Rule 13d-1 of the Securities Exchange Act
of 1934, as amended. In addition, the Company is not permitted to
draw on the facility unless there is an effective registration statement (as
further explained below) to cover the resale of the shares.
The
Investment Agreement further provides that the Investors and the Company are
each entitled to customary indemnification from the other for any losses or
liabilities they may suffer as a result of any breach by the other of any
provisions of the Investment Agreement or Registration Rights Agreement (as
defined below), or as a result of any lawsuit brought by a third-party arising
out of or resulting from the other party’s execution, delivery, performance or
enforcement of the Investment Agreement or the Registration Rights
Agreement.
The
Investment Agreement also contains representations and warranties of each of the
Company and the Investor. The assertions embodied in those representations and
warranties were made for purposes of the Investment Agreement and are subject to
qualifications and limitations agreed to by the respective parties in connection
with negotiating the terms of the Investment Agreement. In addition,
certain representations and warranties were made as of a specific date, may be
subject to a contractual standard of materiality different from what a
stockholder or investor might view as material, or may have been used for
purposes of allocating risk between the respective parties rather than
establishing matters as facts. Investors should read the Investment
Agreement together with the other information concerning the Company that the
Company publicly files in reports and statements with the Securities and
Exchange Commission.
Pursuant
to the terms of a Registration Rights Agreement (“Registration Rights
Agreement”) dated November 16, 2009 between the Company and the Investor, the
Company is obligated to file a registration statement with the Securities and
Exchange Commission (“SEC”) to register the resale by the Investor of 12,000,000
shares of the common stock underlying the Investment Agreement by or before
December 7, 2009. In addition, the Company is obligated to use all commercially
reasonable efforts to have the registration statement declared effective by the
SEC within 90 days after the date the registration statement is
filed.
In
connection with the preparation of the Investment Agreement and the Registration
Rights Agreement, the Company paid the Investor a document preparation fee in
the amount of $10,000.
The
foregoing description of each of the Investment Agreement and the Registration
Rights Agreement is qualified in its entirety by reference to the full text of
the Investment Agreement and the Registration Rights Agreement, respectively,
which are filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and
incorporated herein by reference.
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Item
8.01. Other Events.
On
November 18, 2009, the Company issued a press release (“Press Release”) related
to its agreement with the Investor. A copy of the press release is furnished as
Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by
reference.
This
report contains forward-looking statements within the meaning of Section 27A of
the Securities Act, Section 21E of the Securities Exchange Act of 1934, as
amended and the Private Securities Litigation Reform Act of 1995 that are
subject to risks and uncertainties. You should not place undue
reliance on those statements because they are subject to uncertainties and
factors relating to our operations and business environment, all of which are
difficult to predict and many of which are beyond our
control. Forward-looking statements include statements regarding our
plans, objectives, goals, strategies, future events, capital expenditures,
future results, our competitive strengths, our business strategy our industry
trends and other statements regarding matters that are not historical
facts. These statements often include words such as “may,” “believe,”
“expect,” “anticipate,” “intend,” “plan,” “estimate,” “goal,” “suggest,”
“potential” or similar expressions. These statements are based on
assumptions that we have made in light of our industry experience as well as our
perceptions of historical trends, current conditions, expected future
developments and other factors we believe are appropriate under the
circumstances. As you read and consider this report, you should
understand that these statements are not guarantees of performance or
results. They involve risks, uncertainties and
assumptions. Although we believe that these forward-looking
statements are based on reasonable assumptions, you should be aware that many
factors could affect our actual financial results or results of operations and
could cause actual results to differ materially from those in the
forward-looking statements. A more complete description of these risks,
uncertainties and assumptions is included in the Company’s filings with the
Securities and Exchange Commission.
The
Company undertakes no obligation to release publicly the results of any
revisions to any such forward-looking statements that may be made to reflect
events or circumstances after the date of this report or to reflect the
occurrence of unanticipated events, except as required by applicable law or
regulation.
Item
9.01. Financial Statements and Exhibits.
(d) Exhibits
10.1 Investment
Agreement by and between GTX Corp and Dutchess Opportunity Fund, II, LP,
dated November 16, 2009
10.2 Registration
Rights Agreement by and between GTX Corp and Dutchess Opportunity Fund, II, LP,
dated November 16, 2009
99.1 Press
release dated November 18, 2009
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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.
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GTX
CORP
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November
18, 2009
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By:
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/s/ Patrick Bertagna
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Name: Patrick
Bertagna
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Title: Chief
Executive Officer
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