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
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Date
of Earliest Event Reported: March 18,
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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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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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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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.01. Entry into a Material Definitive Agreement.
On March
18, 2010, Global Trek Xploration, (the “Company”), a subsidiary of GTX
Corp., entered into a License Agreement with Aetrex Worldwide, Inc.
(“Aetrex”) pursuant to which we granted Aetrex the right to embed our GPS
tracking device into certain footwear products manufactured and sold by
Aetrex. Aetrex is widely recognized as the global leader in pedorthic
footwear and foot orthotics. The purpose of the License Agreement is
to grant Aetrex the right to embed the Company’s GPS tracking device into
certain footwear products manufactured and sold by Aetrex. These GPS
enabled tracking shoes will track the wearer’s location through the GPS tracking
services offered by the Company.
Under the
License Agreement, the Company granted Aetrex certain exclusive and
non-exclusive rights to (i) embed the Company’s portable GPS tracking system
device into footwear, and (ii) manufacture, sell and distribute in the
“Territory” certain footwear containing the GPS tracking system
device. Aetrex was granted (a) the exclusive rights to embed the
Company’s GPS tracking devices into all adult (male and female) footwear and
into insoles, and (b) the non-exclusive rights to embed the tracking devices
into athletic footwear and military footwear. The “Territory”
consists of the following: Aetrex has the exclusive rights to North
America (USA, Canada, Mexico), the Middle East (Turkey, Qatar, Saudi Arabia,
UAE, Iraq, Israel, Jordan, Cyprus, and Egypt), the European Union, Australia,
New Zealand, Japan, and Greece, and the non-exclusive rights to all other
countries.
The
rights granted to Aetrex under the License Agreement will remain in effect for
four years, commencing on the date the Company ships the first GPS tracking
device to Aetrex for use in Aetrex’s footwear. Aetrex has agreed to
purchase a substantial number of GPS tracking devices from the Company for use
with certain of its footwear products. In order to retain its
exclusive rights, Aetrex must purchase 156,000 devices from us over the
four-year term of the license agreement commencing with 6,000 GPS tracking
devices in the first year, 25,000 devices during the second year, 50,000 devices
during the third year, and 75,000 devices during the fourth year. The
end-users of the GPS enabled Aetrex shoes, predominately seniors afflicted with
dementia, will also pay us a monthly service fee, a portion of which will be
shared with Aetrex. Based on
the currently anticipated price at which Aetrex will purchase the GPS tracking
devices from the Company, plus the monthly service revenues that the Company is
projected to receive from users of the Aetrex GPS-enabled shoes, the Company
expects to generate multiple millions of dollars of gross revenues from this
agreement if Aetrex purchases at least the minimum amounts specified in the
agreement. No assurance can be given that Aetrex will
purchase the minimum amounts of the Company’s GPS units required for
them to maintain the exclusivity as specified in the license agreement.
The
agreement will automatically renew for additional one year periods if Aetrex’s
annual purchase of the number of the GPS tracking devices in the preceding year
was at least one hundred and fifteen percent (115%) of the prior year’s minimum
purchase requirement.
In order
to activate the tracking features of the Aetrex shoes, the user of the shoes
will have to purchase a monthly cellular connection plan from the
Company. The Company will be responsible for the cellular/GPS
activation, for arranging and providing cellular connection services and for
collecting the monthly fees. The Company will receive and retain the
recurring monthly fees received from users of the Aetrex embed tracking
footwear, although the Company has agreed to remit a varying portion of those
monthly fees to Aetrex. The Company will also be solely
responsible for the manufacture, production and supply/sale to Aetrex of the
licensed GPS tracking devices, and for repairs, replacements, after-service, and
warranties pursuant to its product and services warranties.
* * * * *
This
report contains forward-looking statements within the meaning of Section 27A of
the Securities Act, Section 21E of the Securities Exchange Act of 1934, as
amended and the Private Securities Litigation Reform Act of 1995 that are
subject to risks and uncertainties. You should not place undue
reliance on those statements because they are subject to uncertainties and
factors relating to our operations and business environment, all of which are
difficult to predict and many of which are beyond our
control. Forward-looking statements include statements regarding our
plans, objectives, goals, strategies, future events, capital expenditures,
future results, our competitive strengths, our business strategy our industry
trends and other statements regarding matters that are not historical
facts. These statements often include words such as “may,” “believe,”
“expect,” “anticipate,” “intend,” “plan,” “estimate,” “goal,” “suggest,”
“potential” or similar expressions. These statements are based on
assumptions that we have made in light of our industry experience as well as our
perceptions of historical trends, current conditions, expected future
developments and other factors we believe are appropriate under the
circumstances. As you read and consider this report, you should
understand that these statements are not guarantees of performance or
results. They involve risks, uncertainties and
assumptions. Although we believe that these forward-looking
statements are based on reasonable assumptions, you should be aware that many
factors could affect our actual financial results or results of operations and
could cause actual results to differ materially from those in the
forward-looking statements. A more complete description of these risks,
uncertainties and assumptions is included in the Company’s filings with the
Securities and Exchange Commission.
The
Company undertakes no obligation to release publicly the results of any
revisions to any such forward-looking statements that may be made to reflect
events or circumstances after the date of this report or to reflect the
occurrence of unanticipated events, except as required by applicable law or
regulation.
Item
9.01. Financial Statements and Exhibits.
(d) Exhibits
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10.1
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License
Agreement between Global Trek Xploration and Aetrex Worldwide, Inc. dated
March 18, 2010
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99.1
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Press
release, to be issued March 24,
2010 |
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.
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GTX
CORP
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March
23, 2010
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By:
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/s/
Murray Williams
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Name: Murray
Williams
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Title: Chief
Financial Officer
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