Item
1.01.
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Entry
into a Material Definitive Agreement.
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On January 8,
2019, Nxt-ID, Inc.. (the “Company”) entered into a sales agreement (the “Sales Agreement”) with A.G.P./Alliance
Global Partners (“A.G.P.”) pursuant to which the Company may sell, at its option, shares of its common stock, par value
$0.0001 per share (the “Common Stock”), having an aggregate offering price of up to $15,000,000 (subject to certain
limitations set forth in the Sales Agreement) to or through A.G.P., as sales agent.
Such offers and sales,
if any, will be made through a prospectus supplement to the prospectus included in the Company’s shelf registration statement
on Form S-3 (File No. 333-228624), declared effective by the Securities and Exchange Commission (the “SEC”) on
December 12, 2018 (the “Registration Statement”), specifically relating to offers and sales of Common Stock under the
Sales Agreement. Due to the offering limitations currently applicable to the Company under General Instruction I.B.6. of Form S-3
and the Company’s public float as of January 8, 2019, and in accordance with the terms of the Sales Agreement, the Company
may offer and sell shares of Common Stock having an aggregate offering price of up to $6,000,000 (the “Shares”) to
or through A.G.P. under the Sales Agreement through the prospectus supplement dated January 8, 2019 filed by the Company with the
SEC (the “ATM Prospectus Supplement”).
Shares may be
sold through the ATM Prospectus Supplement by any method deemed to be an “at the market offering” as defined in Rule
415(a)(4) under the Securities Act of 1933, as amended. Under the Sales Agreement, A.G.P. may also sell shares of Common Stock
by any other method permitted by law, including in negotiated transactions with the Company’s prior written consent. Upon
delivery of a placement notice and subject to the terms and conditions of the Sales Agreement, A.G.P. will use commercially reasonable
efforts consistent with its normal trading and sales practices, applicable state and federal law, rules and regulations, and the
rules of The Nasdaq Capital Market to sell the Shares from time to time based upon the Company’s instructions, including
any price, time or size limits specified by the Company. A.G.P. will not purchase any shares of Common Stock on a principal basis
pursuant to the Sales Agreement, except as otherwise agreed by A.G.P. and the Company in writing and expressly set forth in a placement
notice. A.G.P.’s obligations to sell the Shares under the Sales Agreement are subject to satisfaction of certain conditions,
including customary closing conditions. The Company is not obligated to make any sales of Shares under the Sales Agreement and
any determination by the Company to do so will be dependent, among other things, on market conditions and the Company’s capital
raising needs.
We will pay A.G.P.
commissions for its services in acting as our sales agent in the sale of our common stock pursuant to the Sales Agreement. A.G.P.
will be entitled to compensation at a fixed commission rate of 3.0% of the gross proceeds from the sale of our common stock on
our behalf pursuant to the Sales Agreement. The Sales Agreement contains representations, warranties and covenants that are customary
for transactions of this type. In addition, the Company has agreed to provide A.G.P. with customary indemnification and contribution
rights. The Company has also agreed to reimburse A.G.P. for certain specified expenses. The offering of the Shares pursuant to
the Sales Agreement will terminate upon the termination of the Sales Agreement by A.G.P. or the Company, as permitted therein.
The foregoing description of the Sales
Agreement is qualified in its entirety by reference to the full text of the Sales Agreement which is attached as Exhibit 1.1, to
this Current Report on Form 8-K (this “Report”), and which is incorporated herein in its entirety by reference. The
Company is filing the opinion of its counsel, Robinson Brog Leinwand Greene Genovese & Gluck P.C., relating to the legality
of the issuance and sale of the Shares, as Exhibit 5.1 hereto. Exhibit 5.1 is incorporated herein by reference and into
the registration statement.
This Report contains forward-looking statements.
Forward-looking statements include, but are not limited to, statements that express our intentions, beliefs, expectations, strategies,
predictions or any other statements related to our future activities, or future events or conditions. These statements are based
on current expectations, estimates and projections about the Company’s business based, in part, on assumptions made by management.
These statements are not guarantees of future performances and involve risks, uncertainties and assumptions that are difficult
to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in the forward-looking
statements due to numerous factors, including those risks discussed in the Company’s Annual Report on Form 10-K, as amended,
and in other documents the Company files from time to time with the SEC. Any forward-looking statements speak only by the date
on which they are made, and the Company undertakes no obligation to update any forward-looking statement to reflect events or circumstances
after the date of this report, except as required by law.