Current Report Filing (8-k)
April 04 2019 - 5:13PM
Edgar (US Regulatory)
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
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000-54960
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46-0678374
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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.
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Item 1.01
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Entry into a Material Definitive Agreement.
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Nxt-ID, Inc. (the “Company”)
previously reported in a Current Report on Form 8-K filed with the Securities and Exchange Commission (the “Commission”)
on April 3, 2019 (the “Initial Current Report”), that it 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, and in connection therewith, issued to the Investor for no additional
consideration, a common stock purchase warrant (the “Warrant”) to purchase 2,469,136 shares of Common Stock.
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 the Initial Current Report on Form 8-K, 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 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
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Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits.
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 4, 2019
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NXT-ID, INC.
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By:
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/s/ Gino M. Pereira
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Name: Gino M. Pereira
Title: Chief Executive Officer
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