IMPORTANT NOTICE OF INTERNET AVAILABILITY OF INFORMATION
STATEMENT
August 2, 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 notice presents
only an overview of the more complete Information Statement that is available to you on the internet relating to the corporate
actions described herein. We encourage you to access and review all of the important information contained in the Information
Statement.
This
Notice of Internet Availability of 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 $0.0001 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 available 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 such shares (the “Majority Vote”) as
of June 24, 2022 approving and authorizing the Company’s Board of Directors to take the following actions (collectively, the “Corporate
Actions”):
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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”). |
The Information Statement, available as described
below, 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 Notice of Internet Availability of 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 the 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 the Information Statement will not become effective before a date which is forty (40) calendar days after this notice
is first provided to Stockholders. This notice of internet availability is being mailed to our stockholders on or about August 2, 2022.
The full text of the Information Statement is available
on our website at: https://gtxcorp.com/wp-content/uploads/2022/08/14C.pdf. If you want to receive a paper or e-mail copy of the Information
Statement, you must request one. There is no charge to you for requesting a copy. You may request a copy by mailing the Company at 117
W. 9th Street, Suite 1214, Los Angeles, CA 90015, or by email to ir@gtxcorp.com, no later than September 9, 2022. The entire cost
of furnishing the Information Statement will be borne by the Company.
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 a majority of the available votes 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 a majority of the available votes of the Company as of the record date of June 24, 2022. |
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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 30, 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 Definitive 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 Definitive 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 Definitive 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.