Unassociated Document
Filed
Pursuant to Rule 424(b)(3)
File No.
333-163555
PROSPECTUS
SUPPLEMENT NO. 1
(To
Prospectus Dated December 28, 2009)
GTX
Corp
12,000,000
SHARES OF COMMON STOCK
This
Prospectus Supplement No. 1 amends and supplements our prospectus dated December
28, 2009 (the “Prospectus”) and should be read in conjunction with, and must be
delivered with the Prospectus.
Amendment
of Dutchess Opportunity Fund, II, LP Investment Agreement.
As stated
in the Prospectus, on November 16, 2009 we 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 “Dutchess”) pursuant to
which Dutchess committed to purchase up to $10,000,000 of our common stock, over
the course of thirty-six months (the “Equity Line”). Under the
Investment Agreement, we are entitled to draw on the facility from time to time
by putting (selling) shares to Dutchess. Prior to the amendment
discussed below, the maximum amount that we were entitled to put to Dutchess
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 Dutchesss was ninety-four percent (94%) of the
volume weighted average price (VWAP) of our 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, we entered into an amendment to the Investment Agreement with
Dutchess. Under the amendment, we agreed with Dutchess to change (i)
the amount that we can sell to Dutchess under the Equity Line at any time, and
(ii) the pricing of the shares sold to Dutchess. As revised by
the amendment, we can, at our option, sell to Dutchess 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 Dutchess,
so that the purchase price now payable by Dutchess is equal to 94% of the lowest
daily VWAP of our 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, we also agreed that if Dutchess receives more than ten
percent (10%) net profit from its disposition of the shares sold from any put
submitted by us, any such net profits over ten percent (10%) of the shares
disposed of from any put will be promptly remitted to us.
Neither
the Securities and Exchange Commission nor any state securities commission has
approved or disapproved of these securities or passed upon the adequacy or
accuracy of this Prospectus Supplement. Any representation to the
contrary is a criminal offense.
The
date of this Prospectus Supplement is March 17, 2010.