Item 8.01 Other
Events.
On February 2, 2021,
pursuant to a securities purchase agreement with two investors, Nxt-ID, Inc., a Delaware corporation (the “Company”),
closed: (a) a registered direct offering (the “Registered Direct Offering”) of (i) 1,476,016 shares of Series E Convertible
Preferred Stock, par value $0.0001 per share, of the Company (the “Series E Preferred Stock”) convertible into an aggregate
of up to 2,952,032 shares of common stock, par value $0.0001 per share, of the Company (the “Common Stock”) that are
issuable from time to time upon conversion of such shares of Series E Preferred Stock (the “Conversion Shares”) and
(ii) warrants, with a term of five (5) years and exercisable immediately upon issuance, to purchase an aggregate of up to 1,000,000
shares of Common Stock (the “Registered Warrant Shares”) at an exercise price of $1.23 per share, subject to customary
adjustments thereunder (the “Registered Warrants”); and (b) a concurrent private placement (the “Private Placement”
and with the Registered Direct Offering, the “Offering”) of warrants, with a term of five (5) years and exercisable
immediately upon issuance, to purchase an aggregate of up to 1,952,032 shares of Common Stock (the “Unregistered Warrant
Shares”) at an exercise price of $1.23 per share, subject to customary adjustments thereunder (the “Unregistered Warrants”).
The Company received gross proceeds of approximately $4,000,000, before deducting offering expenses, and intends to use the net
proceeds from the Offering for working capital and liability reduction purposes.
As
previously disclosed in the Company’s Current Report on Form 8-K filed on February 1, 2021 with the U.S. Securities and Exchange
Commission (the “SEC”), the shares of Series E Preferred Stock, the Conversion Shares, the Registered Warrants and
the Registered Warrant Shares were registered under the Securities Act of 1933, as
amended (the “Securities Act”), pursuant to a prospectus supplement to the Company’s currently effective shelf
registration statement on Form S-3 (File No. 333-228624), which was initially filed
with the SEC on November 30, 2018, and was declared effective on December 12, 2018 (the “Registration Statement”),
and the related base prospectus included in the Registration Statement. The Company filed the prospectus supplement for the Registered
Direct Offering with the SEC on February 1, 2021. The Unregistered Warrants and the
Unregistered Warrant Shares were sold pursuant to an exemption from the registration requirements of the Securities Act provided
in Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder.
Concurrent with the
closing of the Offering, one of the investors submitted a notice of conversion to the Company requesting the conversion of all
738,008 shares of its Series E Preferred Stock and was issued 1,476,016 shares of Common Stock in connection with such conversion.
This Current Report on Form 8-K contains forward-looking
statements. Forward-looking statements include, but are not limited to, statements that express the Company’s intentions,
beliefs, expectations, strategies, predictions or any other statements related to the Company’s 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 its 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, and in other documents that the Company files from time to time with the SEC. Any forward-looking
statements speak only as of 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 Current Report on Form 8-K, except as required by law.