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: May 28,
2010
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GTX
CORP
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(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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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code:
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(213)
489-3019
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(Former
name or former address, if changed since last report)
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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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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
5.01 OTHER
EVENTS
GTX Corp
(the “Company”)
has previously disclosed that in October 2009 the Company’s subsidiary entered
into an exclusive product test agreement with Midnite Air Corp (d/b/a MNX) to
develop an industry first, proprietary GPS enabled transport
container. MNX is a worldwide provider of specialty critical and
security sensitive global transportation and logistics services. The
Company also previously announced that upon the final completion of the platform
test, the parties expected to enter into a license to use the Company’s GPS
location tracking devices in this market throughout the world.
MNX has
successfully concluded the product tests and as a result, on May 28th 2010
MNX has agreed to pay the licensing fee and entered into a three-year exclusive
world-wide license agreement with the Company. Under the license
agreement, the Company granted MNX a license to use the Company’s viewing
portal, connectivity gateway, SMS gateway and other related platform tracking
technology in the category defined as “all freight/cargo, including during
the course of the transportation thereof throughout the
territory.” In order to maintain the exclusivity of the
license, MNX is required to purchase and activate 15,000 GPS tracking devices
from the Company at a forecasted rate of 5,000 during each of the three years of
the license agreement. The first shipment of GPS tracking devices is
scheduled for delivery in August 2010. For each of the 15,000
devices, MNX is required to, within 90 days from receipt of each shipment,
activate and subscribe to one of the Company’s monthly subscription packages for
access to the necessary cellular network, data storage, viewing portal,
connectivity gateway, SMS gateway and other related platform tracking
technology. After the three year term, MNX may extend the exclusive license for
as long as MNX maintains continual monthly service on at least 15,000 GPS
devices.
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
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June
2, 2010
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By:
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/s/
Patrick E. Bertagna
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Name: Patrick
E. Bertagna
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Title: Chief
Executive Officer
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