8-K

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

December 01, 2022

Date

of Report (Date of earliest event reported)

MetAlertInc.

(Exact Name of Registrant as Specified in Its Charter)

Nevada	000-53046	98-0493446
(State<br> or Other Jurisdiction of<br><br> Incorporation or Organization)	(Commission<br> <br><br> File Number)	(I.R.S.<br> Employer <br><br> Identification No.)
117 W. 9^th^ Street**, Suite 1214** , Los Angeles , CA	90015
---	---
(Address<br> of Principal Executive Offices)	(Zip<br> Code)

213-489-3019

Registrant’s

telephone number, including area code

N/A
(Former<br> name or former address, if changed since last report)

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:

☐	Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common<br> Stock, $0.0001 par value	MLRT	N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01	Entry into a Material Definitive Agreement.
(i)	On<br> November 25, 2022, MetAlert, Inc., (the “Company”), entered into an advisory agreement (the “Agreement”)<br> with Joseph Gunnar & Co., LLC (“J. Gunnar”). The Agreement provides that the Company retains J. Gunnar on a non-exclusive<br> basis as its financial advisor and investment banker to provide general financial advisory services to MetAlert in the investment<br> community and to advise on potential financing alternatives and acquisitions as well as on its plans to up-list to a national exchange.<br> The term of the Agreement begins on November 25, 2022 and ends on August 24, 2023, with the Company paying to J. Gunnar 1,500,000<br> restricted common shares pursuant to the terms of the advisory agreement.
---	---
(ii)	The<br> foregoing description of the terms of the advisory agreement is a summary and is qualified in all respects by reference to the agreement,<br> which is included as Exhibit 10.1 and incorporated into this Item 1.01 by reference.
Item7.01	Regulation FD Disclosure
---	---

On December 01, 2022, the Company issued a press release announcing the Agreement. A copy of the press release is attached hereto as Exhibit 99.1.

The information contained in Exhibit 99.1 is furnished pursuant to Item 7.01 and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). In addition, the information included in Exhibit 99.1 shall not be deemed to have been incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference into such filing. The furnishing of this information hereby shall not be deemed an admission as to the materiality of such information.

ITEM 9.01	EXHIBITS
EXHIBIT<br> NUMBER	DESCRIPTION
---	---
10.1	Advisory Agreement, dated November 25, 2022, by and between MetAlert Inc. and Joseph Gunnar & Co., LLC.
99.1	Press Release dates December 01, 2022 (furnished only).
104	Cover<br> Page Interactive Data File (embedded within the Inline XBRL document)

CautionaryNote Regarding Forward Looking Statements

This Current Report on Form 8-K and the Exhibits attached hereto and furnished herewith, contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 including statements regarding the Agreement and the expected services from such Agreement. All statements other than statements of historical facts contained herein, including the statements identified in the preceding sentence and other statements regarding our future financial position and results of operations, liquidity, business strategy, and plans and objectives of management for future operations, are forward-looking statements. The words “expect,” “intend,” “anticipate,” “will,” “believe,” “may,” “estimate,” “continue,” “should,” “plan,” “could,” “target,” “potential,” “is likely,” and similar expressions as they relate to the Company or J. Gunnar are intended to identify forward-looking statements. We have based these forward-looking statements largely on management’s expectations and projections regarding future events and financial trends that we believe may affect our financial condition, operating performance, business strategy, and financial needs. These forward-looking statements involve a number of risks and uncertainties. Important factors that could cause actual results to differ materially from these forward-looking statements exist.

Further information on risks we face is detailed in our filings with the Securities and Exchange Commission, including our Form 10-K for the fiscal year ended December 31, 2021, and our quarterly reports on Form 10-Q filed since that date, and will be contained in our SEC filings in connection with this Agreement. Any forward-looking statement made by us herein speaks only as of the date on which it is made. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. The Company undertakes no obligations to publicly update any forward-looking statements, whether as a result of new information, future developments or otherwise, except as may otherwise be required by law.

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.

December<br> 01, 2022	MetAlert<br> Inc.
	By:	/s/ Patrick Bertagna
	Name:	Patrick<br> Bertagna
	Title:	Chief<br> Executive Office

Exhibit10.1

Exhibit99.1

MetAlert Engages Joseph Gunnar & Co., LLC as Advisor to Assist with its Growth Strategy and Corporate Development Initiatives

LOS ANGELES, CALIFORNIA – December 1, 2022 (GLOBE NEWSWIRE) – MetAlert, Inc. (OTC: MLRT), a pioneer in location-sensitive health monitoring devices and wearable technology products for remote patient monitoring, announced today that it has engaged Joseph Gunnar & Co., LLC as its financial advisor. As the Company articulates its growth strategy to the investment community, Joseph Gunnar will advise on potential financing alternatives and acquisitions as well as plans to up-list to a national exchange.

Patrick Bertagna, MetAlert CEO, commented on this development by stating, “MetAlert is approaching the inflection point of its growth curve by its ability to sell a multitude of products and services to a broader audience, which will result in greater revenue per user (“RPU”), and we are thrilled to align with a proven advisor like Joseph Gunnar in our quest to maximize shareholder value.”

Mark Peikin, CEO of Joseph Gunnar’s Bespoke Advisors practice, said, “MetAlert’s vision and the ability to leverage its extensive intellectual property portfolio to bring important technology solutions to the global marketplace is compelling. I am excited to focus the full force of the elite financial and business development teams at Joseph Gunnar on MetAlert’s financing and operational goals.”

On November 29, 2022, the company announced its RoomMate initiative. With RoomMate, MetAlert is offering a wall-mounted 3D sensor, which provides critical alerts and includes anonymized image and sound capturing technology, and can be utilized for two-way communication; RoomMate appears to be a gamechanger for those at risk of falls. According to the Centers for Disease Control and Prevention, each year three million older adults are treated in hospital emergency departments for fall injuries, and over 800,000 of such persons require hospitalization, most often because of a head injury or hip fracture. The World Health Organization has determined falls to be the second leading cause of unintentional injury deaths worldwide with more than 650,000 individuals estimated to die from falls annually. One of the leading indications of potential death is the inability to get up after falling and the subsequent time spent on the floor. One might expect that a device like RoomMate with real-time notification by its mobile APP should be standard-of-care for the millions of people at risk of falling.

For all press or sales inquiries, please contact MetAlert at info@metalert.com

AboutJoseph Gunnar & Co.

Joseph Gunnar & Co., LLC is a full-service boutique investment banking, securities and wealth management firm with headquarters in New York City. The Firm provides a full array of financial services including investment banking; private wealth management; and global institutional equity, fixed-income and derivatives sales and trading, equity research and advisory services to a diverse range of corporate clients, institutional investors, and high net-worth individuals. Additionally, Joseph Gunnar & Co., LLC’s affiliate, Buttonwood Fund, offers suitable individual and entity investors membership interests in pre-IPO venture investments. Joseph Gunnar & Co., LLC is a registered broker-dealer with the U.S. Securities and Exchange Commission (SEC) and the Municipal Securities Rulemaking Board (MSRB), and is a member of the following: Financial Industry Regulatory Authority (FINRA); Securities Insurance Protection Corporation (SIPC); and NASDAQ Stock Market. To learn more about Joseph Gunnar & Co., LLC, visit www.josephgunnar.com.

---

---

AboutMetAlert

MetAlert, Inc. (OTC: MLRT) is a pioneer in smart, mobile, and wearable tracking and recovery location-based solutions, supported through a proprietary iot enterprise monitoring platform and intellectual property portfolio. The Company offers a global end-to-end solution of hardware, software and connectivity and develops two-way GPS tracking technologies, which seamlessly integrate with consumer products and enterprise applications, utilizing the latest in miniaturized, low power consumption GPS, Cellular, RF, NFC, and BLE technology, enabling subscribers to track in real time the whereabouts of people or high value assets. Known for its game-changing and award-winning patented GPS SmartSole – think Dr. Scholl’s meets LoJack, the world’s first visible wearable technology tracking device created for those at risk of wandering due to Alzheimer’s, dementia, autism and traumatic brain injury. MetAlert´s business model is built around technology innovation and the Company holds dozens of patents, with many issued patents in the area of GPS tracking. The Company has international distributors servicing customers across the globe with subscribers in over 40 countries, and is a U.S. Military Government contractor. Other customers include public health authorities and municipalities, emergency and law enforcement, private schools, assisted living facilities, NGOs, small business enterprises, senior care homes, and consumers. www.MetAlert.com

Social Media:

FB: https://www.facebook.com/metalertinc

IG: https://www.instagram.com/metalert/?hl=en

Twitter: https://twitter.com/metalertinc

Linked In: https://www.linkedin.com/company/metalertinc/

YouTube: https://www.youtube.com/channel/UCUlYP1WQoLdKkDzwhGkx40Q

---

ForwardLooking Statements

This news release contains forward-looking statements. The terms and phrases “expects,” “would,” “will,” “believes,” and similar terms and phrases are intended to identify these forward-looking statements. Forward-looking statements are based on estimates and assumptions made by MetAlert, which the Company believes are appropriate in the circumstances. Many factors could cause MetAlert’s actual results, performance and achievements to differ materially from those expressed or implied by the forward-looking statements. Certain risk factors that may cause actual results to differ are set forth in MetAlert’s Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (which may be obtained on the SEC Website). These factors should be considered carefully, and readers should not place undue reliance on MetAlert’s forward-looking statements. MetAlert has no intention and undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required.

**Disclaimer:**MetAlert does not warrant or represent that the unauthorized use of materials drawn from the content of this document will not infringe rights of third parties who are not owned or affiliated by MetAlert. Further, MetAlert cannot be held responsible or liable for the unauthorized use of this document’s content by third parties unknown to the company.

General information, investor relations, wholesale licensing, consumer purchase:

MetAlert, Inc.

Tel: 213.489.3019

Email: info@metalert.com or ir@metalert.com

MetAlert

United Kingdom, London

Nelson Skip Riddle

Tel: +44.7785.364100

Email: nsriddle@metalert.com