Current Report Filing (8-k)
August 01 2017 - 09:13AM
Edgar (US Regulatory)
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 Report (Date of earliest event reported):
August 1, 2017
(July 31, 2017)
Nxt-ID,
Inc.
(Exact
name of registrant as specified in its charter)
Delaware
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000-54960
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46-0678374
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(State or other jurisdiction
of incorporation)
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(Commission File
Number)
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(IRS Employer
Identification No.)
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Nxt-ID,
Inc.
285
North Drive
Suite
D
Melbourne,
FL 32934
(Address
of principal executive offices) (Zip Code)
Registrant's
telephone number, including area code:
(203) 266-2103
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 (see General Instruction A.2. below):
☐
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Written
communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
☐
|
Soliciting
material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
☐
|
Pre-commencement
communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)
|
☐
|
Pre-commencement
communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)
|
Indicate
by check mark whether the registrant is an emerging growth company 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 2.02
Results of Operations and Financial Condition
On
July 31, 2017, Nxt-Id, Inc. (the “Company”) issued a press release (the “First Press Release”) announcing
preliminary financial results for the six months and fiscal quarter ended June 30, 2017. A copy of the First Press
Release is furnished herewith as Exhibit 99.1.
The
information set forth in Item 2.02 of this Form 8-K (including Exhibit 99.1) is deemed to be “furnished” and shall
not be deemed to be “filed” for purposes of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange
Act, except as shall be expressly set forth by specific reference in such a filing.
I
tem 7.01
Regulation FD Disclosure
On
July 31, 2017, the Company issued a second press release (the “Second Press Release”) announcing that the Company
would hold an investor webcast on Wednesday, August 2, 2017, to discuss quarterly earnings and provide a corporate update to shareholders.
The webcast will be archived and available on the Company’s website for a limited time. A copy of the Second Press Release
is furnished herewith as Exhibit 99.2.
The
information set forth in Item 7.01 of this Form 8-K (including Exhibit 99.2) is deemed to be “furnished” and shall
not be deemed to be “filed” for purposes of the Exchange act, and shall not be deemed incorporated by reference in
any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific
reference in such a filing. The information set forth in this Item 7.01 shall not be deemed an admission as to the materiality
of any information in this Current Report on Form 8-K that is required to be disclosed solely to satisfy the requirements of Regulation
FD.
Forward-Looking
Statements
Exhibits
99.1 and 99.2 each contain forward-looking statements regarding the Company, and include cautionary statements identifying important
factors that could cause actual results to differ materially from those anticipated.
Please
refer to the cautionary notes in the press releases regarding these forward-looking statements.
Item 9.01
Financial Statements and Exhibits.
(d) Exhibits.
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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NXT-ID,
INC.
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Date:
August 1, 2017
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By:
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/s/
Gino M. Pereira
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Name:
Gino M. Pereira
Title:
Chief Executive Officer
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3
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