Additional Proxy Soliciting Materials (definitive) (defa14a)
September 21 2021 - 6:02AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(RULE 14a-101)
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF
THE SECURITIES
EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, For Use of the Commission Only (as Permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material under §240.14a-12
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Nxt-ID, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other
than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11
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Title of each class of securities to which transaction applies:
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Aggregate number of securities to which transaction applies:
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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Proposed maximum aggregate value of transaction:
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Total fee paid:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or Schedule and the date of its filing.
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Amount Previously Paid:
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Form, Schedule or Registration Statement No.:
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Filing Party:
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Date Filed:
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EXPLANATORY NOTE
On September 20, 2021, Nxt-ID,
Inc. (the “Company”) distributed of a press release (the “Release”) to the Company’s stockholders regarding
the Company’s upcoming Special Meeting of Stockholders scheduled to be held on Friday, October 15, 2021. The Release supplements
the Definitive Proxy Statement that the Company filed with the Securities and Exchange Commission on September 17, 2021.
Below is a copy of the Release.
NXT-ID, INC. – SPECIAL MEETING OF
STOCKHOLDERS SCHEDULED FOR OCTOBER 15, 2021
NXT-ID, INC. REVISES DATE FOR SPECIAL SHAREHOLDER
MEETING
TO VOTE ON IMPORTANT REVERSE STOCK SPLIT
Reverse Stock Split Necessary to Maintain NASDAQ
Listing
Oxford, Connecticut, September 20, 2021 – Nxt-ID, Inc.
(NASDAQ: NXTD) (the “Company” or “Nxt-ID”), a provider of technology products and services for healthcare applications,
filed a definitive proxy statement with the Securities and Exchange Commission (the “SEC”) to hold a special shareholders
meeting on Friday, October 15, 2021 to vote on a reverse split of Nxt-ID’s Common stock and a reverse split of its Series C Preferred
Stock. The meeting will take place at the offices of Sullivan & Worcester LLP, 1633 Broadway, 32nd Floor, New York, New
York at 10:30 AM Eastern Time.
The Company is proposing the reverse stock split primarily to regain
compliance with The NASDAQ Capital Market $1.00 minimum bid price requirement and to adhere to the conditions laid out by a NASDAQ Hearing
Panel for continued listing on the NASDAQ national exchange. The reverse stock splits are intended to reduce the number of shares of each
of its Common Stock and its Series C Preferred Stock while proportionately increasing each’s price per share primarily in order
to enable the Company to regain compliance with Nasdaq’s minimum bid price requirement as well as satisfy undertakings to certain
warrant-holders. If the proposal is not approved, the Company’s Common Stock will be subject to delisting, adversely impacting the
Company’s market valuation and shareholders liquidity..
The Company’s management believes that its recent capital raise
and its newly revised business plan are important elements to support a new growth strategy for the Company which will generate long-term
shareholder value. Continued listing on a national exchange such as NASDAQ will also facilitate future capital raises and maintain liquidity
for all shareholders.
Nxt-ID’s Board of Directors is unanimously in favor of the reverse
stock splits and urges all shareholders to vote FOR the proposals. The reverse stock split proposals must be approved by a majority of
the Company’s Common shares outstanding. All shareholders of record as of September 16, 2021 are entitled to vote.
How to Vote Your Shares
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Registered shareholders can vote via mail or online by following the instructions provided on the proxy card.
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Shares held via a bank or broker will be provided with a voting instruction form (“VIF”). The VIF will contain instructions
to vote via mail, online or telephone.
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In Person: Shareholders may vote by attending the special shareholders meeting in-person on Friday, October 15, 2021, at 1633
Broadway, 32nd Floor, New York, New York at 10:30 AM Eastern Time. Note: In compliance with New York City Coronavirus Guidelines,
proof of vaccine and masks will be required to enter the meeting.
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Votes submitted by phone or online must be received by 11:59 pm Eastern
time on October 14, 2021. Please note that voting by phone or online requires your proxy control number. Shareholders who need assistance
with voting their shares or other questions should contact Laurel Hill Advisory Group at 888-742-1305 or Nxt-ID@laurelhill.com
Background & Helpful Information
Nxt-ID’s shareholders are urged to read about the reverse stock
split in the Company’s Proxy Statement which was filed with the Securities and Exchange Commission (SEC) on September 17, 2021.
You can find a link below and other helpful information:
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Official notification to shareholders of matters to be brought to a vote
(“Proxy”)
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Nxt-ID, Inc. Announces Pricing of $12.5 Million Underwritten Public Offering
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Second quarter 2021 IR update webcast link
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Additional Company information can be found on Nxt-ID IR website. Shareholders
and other interested parties are encouraged to sign up on the website to receive news alerts from the Company.
About Nxt-ID, Inc.
Nxt-ID, Inc. (NASDAQ: NXTD) provides technology products and services
for healthcare applications. The Company has extensive experience in access control, biometric and behavior-metric identity verification,
security and privacy, encryption and data protection, payments, miniaturization, sensor technologies and healthcare applications. Through
its subsidiary, LogicMark LLC, Nxt-ID is a manufacturer and distributor of non-monitored and monitored personal emergency response systems
sold through dealers/distributors and the United States Department of Veterans Affairs. Learn more about Nxt-ID at www.nxt-id.com. For
Nxt-ID corporate information contact: info@nxt-id.com.
Forward-Looking Statements for Nxt-ID:
This press release contains forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995. Forward-looking statements reflect management’s current expectations, as of the
date of this press release, and involve certain risks and uncertainties. Forward-looking statements include statements herein with respect
to the successful execution of the Company’s business strategy. The Company’s actual results could differ materially from those
anticipated in these forward-looking statements as a result of various factors. Such risks and uncertainties include, among other things,
our ability to establish and maintain the proprietary nature of our technology through the patent process, as well as our ability to possibly
license from others patents and patent applications necessary to develop products; the availability of financing; the Company’s ability
to implement its long range business plan for various applications of its technology; the Company’s ability to enter into agreements with
any necessary marketing and/or distribution partners; the impact of competition, the obtaining and maintenance of any necessary regulatory
clearances applicable to applications of the Company’s technology; the Company’s ability to maintain its Nasdaq listing for its
common stock; and management of growth and other risks and uncertainties that may be detailed from time to time in the Company’s reports
filed with the SEC.
Investor Relations Contact:
A. Pierre Dubois
Lightspeed IR/M for Nxt-ID
investors@nxt-id.com
Proxy Contact:
Laurel Hill Advisory Group
888-742-1305
Email: nxt-id@laurelhill.com
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Note: Notwithstanding the foregoing or anything
to the contrary contained herein, as a precaution due to the outbreak of the coronavirus (COVID-19), the Company is planning for the possibility
that there may be limitations on attending the Special Meeting in person, or the Company may decide to hold the Special Meeting on a different
date, at a different location or by means of remote communication (i.e., a “virtual meeting”).
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