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.
EXHIBIT NUMBER EXHIBIT TITLE OR DESCRIPTION
3.1 Certificate of Amendment of GTX Corp, filed September 12,
2022
3.2 Certificate of Change of Metalert, Inc., filed September 12,
2022
3.3 Amended and Restated Bylaws of Metalert, Inc., as of September
20, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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
© Edgar Online, source Glimpses