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. )
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by the Registrant ☒
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by a Party other than the Registrant ☐
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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)
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EXPLANATORY
NOTE
Commencing
October 10, 2021, Nxt-ID, Inc. (the “Company”) initiated a social media campaign (“Social Media Campaign”) on
its Facebook, LinkedIn and Twitter pages, each dedicated to the Company’s upcoming Special Meeting of Stockholders scheduled to be held on Friday, October 15, 2021
(the “Special Meeting”), to remind the Company’s stockholders of the Special Meeting, and encourage them to vote on
the proposals included in the Definitive Proxy Statement that the Company filed with the Securities and Exchange Commission (“SEC”)
on September 17, 2021 (the “Definitive Proxy Statement”).
On
October 11, 2021, the Company issued a press release (the “Release”), which included a letter distributed to the Company’s
stockholders on October 7, 2021 from Chia-Lin Simmons, the Company’s Chief Executive Officer (the “CEO”) and a link
to a video recorded by the CEO, regarding the Special Meeting. Also on October 11, 2021, the Company updated the information on the “Latest
News” page on its website, https://www.votefornxt-id.com/ (the “Website”), dedicated to the Special Meeting, to include
links to the aforementioned press release.
The
information included in the website postings made by the Company in connection with the Social Media Campaign, as well as the
Release and updated Website information, supplements the Definitive Proxy Statement and the Definitive Additional Materials
filed with the SEC on September 21, 2021, September 27, 2021, September 29, 2021, September 30, 2021, October 1, 2021, October 4,
2021, October 5, 2021, October 6, 2021, October 7, 2021 and October 8, 2021.
Below
is a copy of the Company’s Facebook page, https://www.facebook.com/Vote4NXTID:
Below
is a copy of the Company’s LinkedIn page, https://www.linkedin.com/company/vote4nxtid/:
Below is a copy of the Company’s
Twitter page, https://twitter.com/Vote4NXTID:
Below is a copy of the Release:
Nxt-ID Sends Letter to Shareholders Addressing
Important Questions Ahead of Special Meeting
Urges Shareholders to Vote “FOR” Both
Reverse Stock Split Proposals to Avoid Delisting from Nasdaq
CEO Also Shares Video Message Addressing Important
Shareholder Questions
OXFORD, Conn., Oct. 11, 2021 /PRNewswire/
-- Nxt-ID, Inc. (NASDAQ: NXTD) (the “Company” or “NXT-ID”), a provider of technology products and services for
healthcare applications, today shared a letter to NXT-ID shareholders from the Company’s Chief Executive Officer, Chia-Lin Simmons.
The letter reminds shareholders to vote today “FOR” each of the reverse stock split proposals
relating to NXT-ID’s common stock and Series C preferred stock, so that it can remain listed on Nasdaq.
“The reverse stock split process can be
complex and difficult to understand, so we are answering several top-of-mind questions to help explain how the process works, and why
these proposals are urgent and important,” said Ms. Simmons. “I encourage all of our shareholders to review our dedicated microsite
intended to help educate and inform shareholders and urge all of you to vote FOR both proposals today.”
Ms. Simmons also shared a video message addressing
several important shareholder questions. You can view this video on the Company’s microsite: www.voteFORnxt-id.com.
Shareholders are encouraged to review the attached
letter and video message from Ms. Simmons, which can also be found on the Company’s microsite, www.voteFORnxt-id.com, and in the
definitive additional materials relating to the Special Meeting recently filed by the Company with the Securities and Exchange Commission
(“SEC”).
Additional Information
Shareholders as of the Special Meeting’s record
date, September 16, 2021, will be entitled to vote at the Special Meeting. Shareholders are encouraged to read about the reverse
stock split proposals in the Company’s Definitive Proxy Statement on Schedule 14A that was filed with the SEC on September 17, 2021 (the
“Definitive Proxy Statement”). The Definitive Proxy Statement can also be found at www.voteFORnxt-id.com. Shareholders
who have any questions or need assistance voting their shares should contact the Company’s proxy solicitor, Laurel Hill Advisory Group,
LLC, at 888-742-1305.
Registered Holders
If your shares are registered directly in your
name with NXT-ID’s transfer agent, VStock Transfer, LLC, you are considered the “stockholder of record” of those shares and
the proxy statement for the Special Meeting is being sent directly to you by NXT-ID. Shareholders of record (that is, shareholders who
hold their shares in their own name) can vote by mail, online, email, fax or in person at the Special Meeting by following the instructions
provided on the proxy card.
If you choose to submit your proxy by mail, simply
mark, date and sign your proxy card and return it in the postage-paid envelope provided.
If you choose to submit a proxy by internet, go
to http://www.vstocktransfer.com/proxy to complete an electronic proxy card. Have your proxy card in hand when you access the
website and follow the instructions to cast a vote. Your internet proxy must be received by 11:59 p.m. Eastern Time on October
14, 2021 to be counted.
Beneficial Owners of Shares Held in Street
Name
If your shares are held in “street name”
(that is, in the name of a bank or broker or other holder of record), you will receive instructions from the holder of record that you
must follow in order for your shares to be voted. Internet voting will also be offered to shareholders owning shares through most banks
and brokers. If your shares are held with a brokerage firm or custodial bank, you are considered the “beneficial owner” of shares
held in street name, and the proxy statement for the Special Meeting was mailed or emailed to you by your broker, bank or nominee, who
is considered the stockholder of record of those shares. As a beneficial owner, you have the right to direct your broker, bank or nominee
on how to vote the shares held in your account.
However, holders of shares held in “street
name” may not vote these shares in person at the Special Meeting unless such holders request and obtain a legal proxy from such bank,
broker or other holder of record.
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
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 / Media Contacts:
Jeremy Jacobs / Alan Oshiki
Abernathy MacGregor
jrj@abmac.com / aho@abmac.com
Proxy Contact:
Donna Ackerly
Laurel Hill Advisory Group
888-742-1305
NXT-id@laurelhill.com
Below is a copy of the updated
Website information:
* * *
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”).
15
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