Current Report Filing (8-k)
September 18 2019 - 05:24PM
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) September
18, 2019 (September 13, 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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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 5.02 Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) On September 13, 2019, Gino M. Pereira
notified Nxt-ID, Inc. (the “Company”) that he was resigning from his positions as the President and Chief Executive
Officer of the Company, and as chairman and a member of the board of directors of the Company (the “Board”), effective
immediately.
(c)(d) In connection with this transition,
on September 17, 2019, the Board appointed Vincent S. Miceli, the Company’s Vice President and Chief Financial Officer, to
the roles of President and Chief Executive Officer, as well as a member of the Board, effective September 17, 2019. Mr. Miceli
will perform the services and duties that are normally and customarily associated with the President and Chief Executive Officer
positions, as well as other duties as the Board reasonably determines.
Biographical information for Mr. Miceli has
previously been disclosed in the Company’s Annual Report on Form 10-K, filed with the U.S. Securities and Exchange Commission
on April 1, 2019.
There are no arrangements or understandings
between Mr. Miceli and any other persons pursuant to which he was appointed as President and Chief Executive Officer of the Company
and as a member of the Board. There are also no family relationships between Mr. Miceli 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.
Item 9.01 Financial Statements and 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.
Date: September 18, 2019
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Nxt-ID, Inc.
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By:
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/s/ Vincent S. Miceli
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Name: Vincent S. Miceli
Title: Chief Executive Officer
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