Current Report Filing (8-k)
May 24 2019 - 05:00PM
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)
May 24, 2019 (May 24, 2019)
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.
1627 U.S. Highway 1
Unit 206
Sebastian, FL 32958
(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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☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to
Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, par value $0.0001
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NXTD
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The Nasdaq Stock Market LLC
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Warrants to purchase Common Stock
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NXTDW
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The Nasdaq Stock Market LLC
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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 3.01
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Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
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On May 24, 2019, Nxt-ID, Inc. (the “Company”)
received a written notification (the “Notice”) from the Nasdaq Stock Market LLC (“Nasdaq”) indicating that
the Company was not in compliance with Nasdaq Listing Rule 5550(a)(2), as the Company’s closing bid price for its common
stock was below $1.00 per share for the last thirty (30) consecutive business days.
Pursuant to Nasdaq Listing Rule 5810(c)(3)(A),
the Company has been granted a 180-calendar day compliance period, or until November 20, 2019, to regain compliance with the minimum
bid price requirement. During the compliance period, the Company’s shares of common stock will continue to be listed and
traded on the Nasdaq Capital Market. To regain compliance, the closing bid price of the Company’s shares of common stock
must meet or exceed $1.00 per share for at least ten (10) consecutive business days during the 180-calendar day compliance period.
Management continues to believe that adherence to its current operating and business plan will enable the Company to regain compliance.
If the Company is not in compliance by
November 20, 2019, the Company may be afforded a second 180-calendar day compliance period. To qualify for this additional time,
the Company will be required to meet the continued listing requirement for market value of publicly held shares and all other initial
listing standards for Nasdaq with the exception of the minimum bid price requirement.
If the Company does not regain compliance
within the allotted compliance period(s), including any extensions that may be granted by Nasdaq, Nasdaq will provide notice that
the Company’s shares of common stock will be subject to delisting and may potentially be traded on the OTC market thereafter.
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.
Date: May 24, 2019
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NXT-ID, INC.
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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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2
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