Current Report Filing (8-k)

Date : 04/03/2019 @ 2:27PM
Source : Edgar (US Regulatory)
Stock : Nxt-ID Inc. (NXTD)
Quote : 0.658  -0.0159 (-2.36%) @ 11:01PM

Current Report Filing (8-k)

 

 

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) April 2, 2019

 

Nxt-ID, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware   000-54960   46-0678374
(State or other jurisdiction
of incorporation)
  (Commission File Number)   (IRS Employer
Identification No.)

 

Nxt-ID, Inc.

1627 U.S. Highway 1

Unit 206

Sebastian, FL 32958

(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):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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. ☐

 

 

 

 

 

 

Item 1.01 Entry into a Material Definitive Agreement.

 

On April 2, 2019, Nxt-ID, Inc., a Delaware corporation (the “Company”), entered into a securities purchase (the “Purchase Agreement”) with an accredited investor (the “Investor”) in connection with the registered direct public offering (the “Offering”) of 2,469,136 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), for a purchase price of approximately $2,000,000. The Shares are being offered at a price of $0.81 per share.

 

In connection with the Offering, we are also issuing to the Investor for no additional consideration, a common stock purchase warrant (the “Warrant”) to purchase 2,469,136 shares of Common Stock. The Warrant will be exercisable immediately upon issuance (the “Initial Exercise Date”), at an exercise price of $1.05 per share and will expire on the fifth (5 th ) anniversary of the Initial Exercise Date.

 

The Company expects the Offering to close on or about April 3, 2019, subject to the satisfaction of customary closing conditions in the Purchase Agreement. The Purchase Agreement contains customary representations, warranties and agreements of the Company and the Purchaser and customary indemnification rights and obligations of the parties.

   

The Shares and the Warrant will be issued pursuant to a prospectus supplement to the Company’s effective shelf registration statement on Form S-3 (Registration No. 333-228624), which was initially filed with SEC on November 30, 2018, and was declared effective on December 12, 2018. The Company expects to file the prospectus supplement for the Offering on or about April 3, 2019. 

 

The foregoing description of the Purchase Agreement and the Warrant are qualified in their entirety by reference to the full text of the Purchase Agreement and the Warrant, the forms of which are attached as Exhibit 10.1 and Exhibit 4.1, respectively, to this Current Report on Form 8-K (this “Report”), and which are incorporated herein in their entirety by reference. The Company is filing the opinion of its counsel, Robinson Brog Leinwand Greene Genovese & Gluck P.C., relating to the legality of the issuance and sale of the Shares and Warrant, as Exhibit 5.1 hereto. Exhibit 5.1 is incorporated herein by reference and into the registration statement.

 

This Report contains forward-looking statements. Forward-looking statements include, but are not limited to, statements that express our intentions, beliefs, expectations, strategies, predictions or any other statements related to our 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 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 the Company files from time to time with the Securities and Exchange Commission (the “Commission”). Any forward-looking statements speak only by 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 report, except as required by law.

 

The prospectus supplement relating to the Offering will be available on the Commission’s web site at http://www.sec.gov .

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

  

Exhibit No.   Description
Exhibit 4.1   Form of Common Stock Purchase Warrant
Exhibit 5.1   Form of Opinion of Robinson Brog Leinwand Greene Genovese & Gluck P.C.
Exhibit 10.1   Form of Securities Purchase Agreement, dated April 2, 2019, by and between the Company and the Investor.

 

1

 

 

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: April 2, 2019 NXT-ID, INC.
     
  By: /s/ Gino M. Pereira
   

Name: Gino M. Pereira

Title: Chief Executive Officer

 

 

2

 

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