SEBASTIAN, Florida,
December 17, 2018 /PRNewswire/ --
Nxt-ID, Inc. (the "Company") (NASDAQ: NXTD) today announced
that the proposed spin-off of its payment and other assets into an
independent publicly traded company and distribution of shares of
the new company to Nxt-ID shareholders has been delayed. Nxt-ID
intends to proceed with the spin-off and to establish a new record
date for the transaction in the first quarter of 2019. Shares of
NXT-ID are currently trading with all the rights of shareholders of
Nxt-ID common stock, including the right to receive dividends and
distributions as determined by the Board of Nxt-ID.
"The reason for the delay in completing the transaction is that,
after much effort, we were unable to come to terms with our primary
lender regarding the release of their security interest in assets
that we are proposing to spin off," said Gino Pereira, Chief Executive Officer of Nxt-ID.
"We are currently working with a number of other lenders to replace
the existing long-term facility to remove the security interest. We
will announce a new record date when we have better clarity on the
timing to complete the transaction and to receive various
regulatory approvals. We are now targeting to conclude the spin-off
before the end of the first quarter of 2019."
The Company previously announced that it intends to separate its
payments, authentication and credential management business into an
independent company and distribute those shares to Nxt-ID
shareholders through the execution of a spin-off, which the Company
believes will qualify as a tax-free distribution. Immediately
following the transaction, Nxt-ID shareholders, who own shares of
Nxt-ID on the new record date to be announced will own shares of
both companies. The new company will include the assets acquired in
the May 2017 business combination
with Fit Pay, Inc. as well as the payment, authentication and
credential management assets the Company developed previously by
Nxt-ID. Following the spin-off, the Company has an investment
commitment for up to $6 million to
fund the operations of the new company. The new company intends to
apply for listing on the NASDAQ.
PartX, Inc.
The new company, PartX, will include the payment, authentication
and credential management assets of Nxt-ID and Fit Pay, Inc,
including Fit Pay®'s Token Requester Platform, which enables
cardholders to securely add their payment credentials to devices
that are integrated with FitPay's token management solution. The
Platform allows device manufacturers, merchants, banks and any
other entity making digital transactions to offer their customers a
safe and convenient payment experience. FitPay is one of the first
successful commercializations of a token requestor service provider
integrated with the major payment card networks.
PartX's core capabilities also include the development of
payment and authentication devices that leverage NFC (near field
communication), cryptocurrency, and blockchain technology. It is
currently developing digital payment and loyalty devices to be
distributed through partners as well as payment devices that enable
Bitcoin holders to make contactless payments at retail locations
with value exchanged from their cryptocurrency. The assets of the
new company will include a portfolio of payment, authentication and
blockchain technology patents that have been filed by or issued to
Nxt-ID and Fit Pay.
Nxt-ID and LogicMark
Assets associated with Nxt-ID's healthcare subsidiary,
LogicMark, LLC, will remain with the Company along with the assets
under 3D-ID, LLC. LogicMark produces a range of products within the
personal emergency response system (PERS) market. The Company has
differentiated itself by offering non-monitored products, which
only require a one-time purchase price, instead of a recurring
monthly contract, offering a significant value proposition over
monitored solutions.
Our LogicMark subsidiary has produced record revenues on an
annual basis since its inception and is looking to expand its
business into other healthcare verticals as well as retail and
enterprise channels in order to better serve the expanding demand
for connected and remote healthcare solutions. For the nine months
ended September 30, 2018, revenues
from the Company's continuing operations, excluding Fit Pay as well
as the payment, authentication and credential management assets of
Nxt-ID, were $13.1 million with
operating income from continuing operations of $0.9 million and non-GAAP operating income from
continuing operations for the nine months ended September 30, 2018, adjusted for depreciation,
amortization and other non-cash charges of approximately
$2.3 million.
Transaction Details
For further details please see the Form 8-K filed with the
Securities and Exchange Commission on September 20, 2018. Completion of the
tax-free spin-off and IPO will be subject to final approval by the
Nxt-ID Board of Directors, approval by NASDAQ and a number of other
factors, including, the refinancing our current senior debt, market
conditions, the execution of inter-company agreements and other
matters.
Advisors
Alliance Global Partners is serving as financial advisor on the
transaction and Robinson Brog Leinwand
Greene Genovese & Gluck, P.C. is serving as legal
advisor to Nxt-ID, Inc.
About Nxt- ID, Inc.
Nxt-ID, Inc. (NASDAQ: NXTD) provides a comprehensive platform of
technology products and services that enable the Internet of Things
(IoT). With extensive experience in access control, biometric and
behavior-metric identity verification, security and privacy,
encryption and data protection, payments, miniaturization and
sensor technologies, NXT-ID develops and markets groundbreaking
solutions for payment and IoT applications. Its industry-leading
technology products and solutions include MobileBio®, a suite of
biometric solutions that secure consumers' mobile platforms, the
Wocket™, a next-generation smart wallet and the Flye, a digital
credit card developed in collaboration with
WorldVentures.
Nxt-ID includes three mobile and IoT-related subsidiaries:
LogicMark, LLC, a manufacturer and distributor of non-monitored and
monitored personal emergency response systems ("PERS") sold through
dealers/distributors and the United States Department of Veterans
Affairs; Fit Pay, Inc., a proprietary technology platform that
delivers end-to-end solutions to device manufacturers for
contactless payment capabilities, credential management,
authentication and other secure services within the IoT ecosystem,
and 3D-ID LLC, which is engaged in biometric identification and
authentication. Learn more about Nxt-ID at www.nxt-id.com. FitPay
and the FitPay Payment Platform are the sole property of Fit Pay,
Inc. For Nxt-ID Inc. corporate information contact:
info@nxt-id.com
Forward-Looking Statements for Nxt-ID
and Risks: 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; 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 Securities and Exchange
Commission.
Forward-looking statements involve known and unknown risks,
uncertainties and other factors, which may cause the actual
results, performance or achievements of Nxt-ID, PartX, or their
respective subsidiaries to be materially different from any future
results, performance or achievements expressed or implied by such
forward-looking statements. The forward-looking statements
contained in this press release include statements related to
Nxt-ID's current views and expectations with respect to the
spin-off and related transactions.
You are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date of this
press release. Factors that could cause actual results to
differ materially from those in the forward-looking statements
include, but are not limited to: a market demand for shares of
Nxt-ID's common stock; general economic conditions; the performance
of the financial and credit markets; the economic environment for
the industries in which Nxt-ID and PartX currently and will
operate; uncertainties that may delay or negatively impact the
planned spin-off of PartX to be further delayed or to not occur at
all; as well as risks Annual Report on Form 10-K, filed with the
SEC on April 2, 2018, and
subsequently filed Quarterly Reports on Form 10-Q and Current
Reports on Form 8-K. We undertake no obligation to release publicly
any revisions to any forward-looking statements, to report events
or to report the occurrence of unanticipated events.
Media Contacts:
Chris Orlando
chris.orlando@nxt-id.com
+1-760-468-7273
D. Van Zant
+1-800-665-0411
press@nxt-id.com
SOURCE NXT-ID, Inc.