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Item 1.01
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Entry into a Material Definitive Agreement.
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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
.