Current Report Filing (8-k)
August 17 2021 - 9:02AM
Edgar (US Regulatory)
0001566826
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0001566826
2021-08-17
2021-08-17
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iso4217:USD
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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):
August 17, 2021 (August 13, 2021)
Nxt-ID, Inc.
(Exact name of registrant as specified in its charter)
Delaware
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001-36616
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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.
288 Christian Street
Hangar C 2nd Floor
Oxford, CT 06478
(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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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. ☐
Securities registered pursuant to Section 12(b) of the Act:
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 per share
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NXTD
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The Nasdaq Stock Market LLC
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Item
1.01 Entry into a Material Definitive Agreement.
On August 13, 2021, Nxt-ID, Inc., a Delaware corporation (the “Company”),
entered into a securities purchase agreement (the “Purchase Agreement”) with institutional accredited investors (the “Investors”)
providing for an aggregate investment of $4,000,000 by the Investors for the issuance by the Company to them of (i) 1,333,333 shares of
Series F Convertible Preferred Stock, par value $0.0001 per share, of the Company (the “Series F Preferred Stock”) convertible
into 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 F Preferred Stock (the “Conversion Shares”); (ii) warrants, with a term of
five and a half (5.5) years exercisable on February 16, 2022, to purchase an aggregate of up to 6,666,665 shares of Common Stock (the
“Warrant Shares”) at an exercise price of $0.78 per share, which was the closing price of our Common Stock on August 12, 2021,
subject to customary adjustments thereunder. Holders of the Warrants may exercise them by paying the applicable cash exercise price or,
if there is not an effective registration statement for the sale of the Warrant Shares at the time of exercise, by exercising on a cashless
basis pursuant to the formula provided in the Warrants. The shares of Series F Preferred Stock, the Conversion Shares, the Warrants and
the Warrant Shares are collectively referred to as the “Securities.”
Pursuant to the provisions of the Purchase Agreement and the Certificate
of Designation of Preferences, Rights and Limitations of the Series F Preferred Stock (the “Certificate of Designation”),
each share of Series F Preferred Stock is convertible, at the option of the holders thereof, at any time, subject to certain beneficial
ownership limitations, into shares of Common Stock at $0.60 per share, which Conversion Price is subject to certain adjustments. In addition,
the Purchase Agreement and the Certificate of Designation also provide for the payment of dividends, in shares of Common Stock, to the
holders of the Series F Preferred Stock, of 10% per annum, based on the Stated Value, until the earlier of (i) the date on which the shares
of Series F Preferred Stock are converted to Common Stock or (ii) twelve (12) months after the Original Issue Date (as such term is defined
in the Certificate of Designation). The shares of Series F Preferred Stock also (i) vote on an as-converted to Common Stock basis, subject
to certain beneficial ownership limitations, (ii) are redeemable at the option of the Company, at any time after five (5) years after
the Original Issue Date, (iii) rank senior to the Common Stock and any class or series of capital stock created after the Series F Preferred
Stock and (iv) have a special preference upon the liquidation of the Company subject only to senior equity securities outstanding.
The Purchase Agreement also contains customary representations, warranties
and agreements of the Company and the Investors and customary indemnification rights and obligations of the parties thereto, as well as
an obligation to register the Conversion Shares and the Warrant Shares. The Company did not engage in general solicitation or advertising
with regard to the issuance and sale of the Securities. The Investors represented that they are accredited investors and purchased the
Securities for investment and not with a view to distribution.
A form of the Warrant is included as Exhibit 4.1 and a form of the
Purchase Agreement is included as Exhibit 10.1 to this Form 8-K and are incorporated herein by reference.
Item
2.02 Results of Operations and Financial Condition.
On August 17, 2021, NXT-ID, Inc. (the “Company”)
issued a press release entitled “Nxt-ID, Inc. Announces Investor Call to Discuss the Financial Results for Second Quarter and Year
To Date Results Ended June 30, 2021”. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein
by reference.
The information contained in this Current Report under Item 2.02 (including
Exhibit 99.1) is deemed to be “furnished” and shall not be deemed to be “filed” for purposes of Section 18 of
the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or incorporated by reference in any filing under the
Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.
Item 3.02 Unregistered Sales of Equity Securities
The applicable information set forth in Item 1.01 of this Current Report
on Form 8-K is incorporated by reference into this Item 3.02.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year.
On August 16, 2021, the Company filed the Certificate of Designation
with the Secretary of State of the State of Delaware (the “Delaware Secretary of State”), establishing the rights, preferences,
privileges, qualifications, restrictions, and limitations relating to the Series F Preferred Stock. The Certificate of Designation became
effective upon filing with the Delaware Secretary of State. These provisions are summarized in Item 1.01 of this Form 8-K and are incorporated
by reference into this Item 5.03.
A copy of the form of Certificate of Designation is included as Exhibit
3.1 to this Form 8-K and are incorporated herein by reference.
This 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
Form 8-K, except as required by law.
Item 9.01 Financial Statements and Exhibits.
(d) 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: August 17, 2021
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Nxt-ID, Inc.
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By:
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/s/ Chia-Lin Simmons
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Name:
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Chia-Lin Simmons
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Title:
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Chief Executive Officer
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3
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