Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
On
July 17, 2018, the Board of Directors (the “Board”) of Nxt-Id, Inc. (the “Company”) appointed Dr. Robert
A. Curtis to serve as a new member of the Board, effective July 25, 2018, furthering the Company’s corporate governance
and expertise.
Dr.
Curtis will also serve as a member of the Company’s Compensation Committee and as a member of the Company’s Nominating
Committee.
As
a non-employee director of the Company, Dr. Curtis will receive the same standard compensation provided to all non-employee members
of the Board. As such, Dr. Curtis will receive $20,000 of the Company’s shares of common stock, par value $0.0001 share,
per fiscal quarter.
Dr.
Curtis is a 35-year veteran in the biosciences industry. Dr. Curtis currently serves as a consultant to several emerging technology
companies. He recently served as the Executive Chairman and Director of the Trudeau Institute in Saranac Lake, NY, and he previously
was Chief Executive Officer (CEO) of the Regional Technology Development Corporation, a non-profit organization in Woods Hole,
MA, where he was responsible for identifying and commercializing technology from the Marine Biological Laboratory and the Woods
Hole Oceanographic Institute.
Dr.
Curtis has been a founder and chief executive officer of several companies, including HistoRx, Inc., a tissue proteomics company,
Cape Aquaculture Technologies, Inc., which developed enhanced non-genetically modified fish, Lion Pharmaceuticals/Phoenix Drug
Discovery LLC, a novel business model to develop and commercialize university-based technology from some of the leading biomedical
institutions in the world. He assisted in the founding of Environmental Operating Solutions, Inc., which applied denitrification
technology to wastewater with the company being sold in 2017. He was co-founder and chief executive officer of CombiChem, Inc.,
which was purchased by Dupont Pharmaceuticals. Dr. Curtis also served as founding President and chief executive officer of MetaMorphix,
Inc., a joint venture between Genetics Institute, Inc. and The Johns Hopkins School of Medicine.
Prior
to these entrepreneurial endeavors, Dr. Curtis held senior management positions at Pharmacopeia, Inc., Cambridge Neuroscience,
Inc., and Pfizer, Inc., He also served as Assistant Professor of Pharmacy Practice at the University of Illinois Medical Center
in Chicago.
Dr.
Curtis holds a BS in Pharmacy from the Massachusetts College of Pharmacy, a Pharm.D. from the University of Missouri, and an MBA
from Columbia University.
There
are no arrangements or understandings between Dr. Curtis and any other persons pursuant to which he was elected as a director.
There are also no family relationships between Dr. Curtis and any director or executive officer of the Company and he has no direct
or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.