UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
12b-25
SEC
FILE NUMBER
001-36616
CUSIP
NUMBER
NOTIFICATION
OF LATE FILING
(Check
One):
|
☒ Form
10-K ☐ Form 20-F ☐ Form
11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐
Form N-CSR
|
For
Period Ended: December 31, 2020
☐ Transition
Report on Form 10-K
☐
Transition Report on Form 20-F
☐
Transition Report on Form 11-K
☐
Transition Report on Form 10-Q
For
the Transition Period Ended: ________________________
|
Read
Instruction (on back page) Before Preparing Form. Please Print or Type.
|
Nothing
in this form shall be construed to imply that the Commission has verified any information contained herein.
|
If
the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
PART
I -- REGISTRANT INFORMATION
Nxt-ID,
Inc.
Full
Name of Registrant
Former
Name if Applicable
288
Christian Street, Hangar C 2nd Floor
Address
of Principal Executive Office (Street and Number)
Oxford,
CT 06478
City,
State and Zip Code
PART
II -- RULES 12b-25(b) AND (c)
If
the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b),
the following should be completed. (Check box if appropriate.)
|
(a)
|
The
reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
|
☒
|
(b)
|
The
subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion
thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report
or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the
fifth calendar day following the prescribed due date; and
|
|
(c)
|
The
accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.
|
PART
III -- NARRATIVE
State
below in reasonable detail why the Form 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could
not be filed within the prescribed time period. (Attach extra sheets if needed.)
Nxt-ID, Inc. (the “Company”)
is unable to complete the preparation, review and filing of its Annual Report on Form 10-K for the fiscal year ended December 31,
2020 (the “Form 10-K”) by March 31, 2021 due to a delay in the completion of the Company’s financial statements
as a result of the timing of a forensic investigation initiated by the Company following its discovery during the course of its
year-end audit procedures, that a Company employee converted checks from customers due to the Company without authorization. The
Company believes, based upon its preliminary review that the theft was limited to two checks, but its review and that of its independent
professional has not been completed. The Company’s Audit Committee has engaged a professional to conduct a forensic review
in order to confirm and quantify the scope and amount of the conversion, which review is still being undertaken. As a result of
the Company’s engagement of a forensic accounting expert to conduct such an investigation, the Company has determined that
additional time is required to finalize the preparation of its Form 10-K financial statements and disclosures.
The
Company’s management, Audit Committee, independent registered public accounting firm and forensic experts are working diligently
to complete such investigation and to complete the preparation of the Form 10-K. The Company currently anticipates that it will file
the Form 10-K within the “grace” period provided by Rule 12b-25 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”).
Forward-Looking
Statements
This
Notification of Late Filing on Form 12b-25 (the “Form 12b-25”) 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 timing and outcome of the investigation discussed herein, any discovery of additional information
relevant to such investigation, the conclusions of the Company’s management, Audit Committee, forensic experts and the Company’s
independent registered public accounting firm concerning matters relating to such investigation, whether such investigation will require
additional changes or corrections to reported financial information (which changes or corrections may be material), unanticipated material
issues that could delay the completion of such investigation, any delay in the filing of the Form 10-K, any failure to comply with the
Nasdaq Capital Market’s periodic filing and other requirements for continued listing, adverse effects on the Company’s business
and operations as a result of such investigation, the initiation of any legal proceedings related to such investigation, the completion
of the audit of the Company’s financial statements for the fiscal year ended December 31, 2020 and the volatility of the Company’s
stock price, as well as other future activities of the Company, or other 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 this Form 12b-25 and the Form 10-K, and in other documents that the Company files
from time to time with the Securities and Exchange Commission. 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 Form 12b-25, except as required by law.
PART
IV -- OTHER INFORMATION
(1)
Name and telephone number of person to contact in regard to this notification
Vincent
S. Miceli
|
|
203
|
|
266-2103
|
(Name)
|
|
(Area
Code)
|
|
(Telephone
Number)
|
(2)
Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment
Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s)
been filed? If the answer is no, identify report(s). ☒ Yes ☐ No
(3)
Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject report or portion thereof?
☐
Yes ☒ No
If
so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why
a reasonable estimate of the results cannot be made.
Nxt-ID,
Inc.
(Name
of Registrant as Specified in Charter)
Has
caused this notification to be signed on its behalf by the undersigned thereunto duly authorized.
Date April 1, 2021
|
By
|
/s/ Vincent S. Miceli
|
|
|
Name:
|
Vincent S. Miceli
|
|
|
Title:
|
Chief Executive Officer
|
3
NXT ID (NASDAQ:NXTD)
Historical Stock Chart
From Aug 2024 to Sep 2024
NXT ID (NASDAQ:NXTD)
Historical Stock Chart
From Sep 2023 to Sep 2024