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: March 11, 2010
|
|
GTX
CORP
|
|
|
|
(Exact
name of registrant as specified in its charter)
|
|
|
|
|
|
|
|
|
Nevada
|
|
000-53046
|
|
98-0493446
|
|
(State
or other jurisdiction
|
|
(Commission
|
|
(I.R.S.
Employer
|
|
of
incorporation)
|
|
File
Number)
|
|
Identification
No.)
|
|
|
|
|
|
|
|
117
W. 9th
Street, #1214
Los
Angeles, California
|
|
|
|
90015
|
|
(Address
of principal executive offices)
|
|
|
|
(Zip
Code)
|
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:
o Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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 (formerly known as Dutchess Equity Fund, L.P. and herein referred to as
the “Investor”) pursuant to which 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 the
Company can sell to the Investor under the Investment Agreement is
12,000,000. Under the Investment Agreement, the Company is entitled
to draw on the facility from time to time by putting (selling) shares to the
Investor. The maximum amount that the Company is entitled to put to
the Investor under the Investment Agreement in any one draw 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 of the shares sold to the Investors is
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.
On March
11, 2010, the Company and the Investor entered into an Amendment to the
Investment Agreement. Under the Amendment, the parties agreed to change (i) the
amount that the Company can sell to the Investor under the Equity Line Financing
at any time, and (ii) the pricing of the shares sold to the
Investor. As revised by the amendment, the Company can, at its
option, sell to the Investor at any time the greater of (a) the currently
permitted amount (i.e. 200% of the average daily volume of the common stock for
the three trading days prior to the date of the put notice), or (b) any other
specified amount, up to $500,000. The amendment also changed the
pricing for such sales of common stock to Investor, so that the purchase price
now payable by the Investor is equal to 94% of the lowest daily VWAP of the
Company’s common stock during the five consecutive trading day period beginning
on the trading day immediately following the date of delivery of the applicable
put notice.
Finally,
under the Amendment, the parties also agreed that if the Investor receives more
than ten percent (10%) net profit from its disposition of the shares sold from
any put submitted by the Company, any such net profits over ten percent (10%) of
the shares disposed of from any put will be promptly remitted to the
Company.
Item
9.01. Financial Statements and Exhibits.
10.1 Amendment,
dated March 11, 2010, to Investment Agreement by and between GTX Corp and
Dutchess Opportunity Fund, II, LP (formerly known as Dutchess Equity Fund, LP)
dated November 16, 2009
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.
| |
|
|
| |
GTX
CORP
|
|
| |
|
|
| |
|
|
|
|
|
By:
|
/s/ Murray Williams |
|
| |
|
Name:
Murray Williams
|
|
| |
|
Title:
Chief Financial Officer
|
|
| |
|
|
|