MELBOURNE, Florida,
July 10, 2017 /PRNewswire/ --
NXT-ID, INC. (NASDAQ: NXTD), a security technology company,
announced that it has entered into definitive agreements with
existing institutional investors to purchase an aggregate of
approximately $3,432,000 of shares of
common stock in a registered direct offering and common stock
purchase warrants in a concurrent private placement.
Investors whose purchase of common stock and warrants in the
offering would result in them beneficially owning more than 9.99%
of NXT-ID's outstanding common stock following the completion of
the offering will have the opportunity to acquire registered
'prefunded' warrants as a substitute for any common stock they
would have otherwise acquired but for such ownership
limitation.
The units of common stock and warrants will be priced at
$1.43, and units of common stock and
prefunded warrants will be priced at $1.42. The warrants sold in the private placement
will be exercisable six months following the date of issuance, will
expire on the fifth anniversary of the date they become
exercisable, and have an exercise price of $2.00. The prefunded warrants sold in the
registered direct offering are immediately exercisable at par
value, $0.01 per share as the
prefunded amount of $1.42 will be
paid at closing. These warrants expire on the fifth
(5th) anniversary of the date of issuance. At closing, NXT-ID
anticipates that it will issue a total of approximately 2.4 million
registered common shares and prefunded warrants exercisable for
common shares, and unregistered warrants to purchase approximately
1.8 million common shares.
The offerings are expected to yield total gross proceeds of
$3,432,000, before deducting
placement agent fees and other estimated offering expenses. The
closing of the offerings is expected to take place on or about
July 13, 2017, subject to the
satisfaction of customary closing conditions.
Aegis Capital Corp. is acting as the sole placement agent in
connection with these offerings. Maxim Group LLC is serving as
financial advisor to NXT-ID.
This registered offering is being made pursuant to an effective
shelf registration statement (No. 333-203637) previously filed with
and declared effective by the U.S. Securities and Exchange
Commission (the 'SEC'). A prospectus supplement and accompanying
prospectus describing the terms of the offering will be filed with
the SEC and will be available on the SEC's website located at
http://www.sec.gov. Copies of the prospectus supplement and the
accompanying prospectus relating to this offering may be obtained,
when available, from Aegis Capital Corp., 810 7th Avenue, 18th
Floor, New York, NY 10019 or via
telephone at 212-813-1010 or
e-mail: prospectus@aegiscap.com
The unregistered warrants were offered pursuant to the exemption
from registration afforded by Section 4(a)(2) under the Securities
Act of 1933, as amended (the 'Act'), and Regulation D promulgated
thereunder. Such warrants and the common shares issuable upon
exercise of such warrants have not been registered under the Act,
and may not be offered or sold in the
United States absent registration with the SEC or an
applicable exemption from such registration requirements.
Separately, NXT-ID announced that the holders of the company's
outstanding Series B preferred stock have indicated that they will
convert the remaining balance of such preferred stock into common
shares at $1.88 per share. Upon the
completion of these conversions, NXT-ID will no longer have any
securities outstanding with exercise or conversion prices that are
subject to market fluctuations (known as variable rate
securities).
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of
these securities in any state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or
jurisdiction.
About NXT-ID, Inc.
NXT-ID, Inc. (NXTD) provides a comprehensive platform of
technology products and services that enable the Internet of Things
(IoT). With extensive experience in access control, biometric and
behavior-metric identity verification, security and privacy,
encryption and data protection, payments, miniaturization and
sensor technologies, NXT-ID develops and markets groundbreaking
solutions for payment and IoT applications. Its industry-leading
technology products and solutions include MobileBio®, a suite of
biometric solutions that secure consumers' mobile platforms,
the Wocket™ , a next-generation smart wallet and
the Flye, a digital credit card developed in collaboration
with WorldVentures.
NXT-ID includes three mobile and IoT-related
subsidiaries: LogicMark, LLC, a manufacturer and distributor
of non-monitored and monitored personal emergency response systems
('PERS') sold through dealers/distributors and the United States
Department of Veterans Affairs; Fit Pay, Inc., a
proprietary technology platform that delivers end-to-end solutions
to device manufacturers for contactless payment capabilities,
credential management, authentication and other secure services
within the IoT ecosystem, and 3D-ID LLC, which is engaged in
biometric identification and authentication. Learn more about
NXT-ID at http://www.nxt-id.com .
Forward-Looking Statements for NXT-ID: This press release
contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. Forward-looking
statements reflect management's current expectations, as of the
date of this press release, and involve certain risks and
uncertainties. Forward-looking statements include statements herein
with respect to the successful execution of the Company's business
strategy. The Company's actual results could differ materially from
those anticipated in these forward-looking statements as a result
of various factors. Such risks and uncertainties include, among
other things, our ability to establish and maintain the proprietary
nature of our technology through the patent process, as well as our
ability to possibly license from others patents and patent
applications necessary to develop products; the availability of
financing; the Company's ability to implement its long range
business plan for various applications of its technology; the
Company's ability to enter into agreements with any necessary
marketing and/or distribution partners; the impact of competition,
the obtaining and maintenance of any necessary regulatory
clearances applicable to applications of the Company's technology;
and management of growth and other risks and uncertainties that may
be detailed from time to time in the Company's reports filed with
the Securities and Exchange Commission.
NXT-ID Inc. Contact :
Corporate info: info@nxt-id.com
Media:
Chris Orlando
chris.orlando@nxt-id.com
D. Van Zant
+1-800-665-0411
press@nxt-id.com
SOURCE NXT-ID, Inc.