Current Report Filing (8-k)
July 13 2017 - 4:31PM
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):
July 13, 2017
(July 11, 2017)
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.
285 North Drive
Suite D
Melbourne, FL 32934
(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 3.03 Material Modification to Rights of Security
Holders
In order to consummate the registered
direct offering and concurrent private placement described in Item 8.01 below, the Company was required to obtain consent from
the holders (the “November Holders”) of the Company’s (i) Amended and Restated Secured Subordinated Promissory
Notes, originally issued on July 25, 2016, and amended on November 29, 2016 (the “November Notes”), and (ii) certain
common stock purchase warrants (the “November Warrants”) that are initially exercisable on November 29, 2016. In consideration
of the November Holders providing such consent to the registered direct offering and concurrent private placement, the Company
and the November Holders agreed, as of July 11, 2017, to the following additional amendments to their respective November Notes,
November Warrants, and that certain Exchange Agreement, dated November 29, 2016 (the “Exchange Agreement”):
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1.
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The conversion price of the November Notes was lowered from $3.00 to 2.00.
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2.
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The exercise price of the November Warrants was lowered from $3.00 to $2.00.
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3.
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The Company’s prohibition under the Exchange Agreement providing that for so long as the November Holders are holders of the November Notes, the November Warrants, or the shares of Common Stock issuable thereunder, the Company may not issue shares of our Common Stock at a price per share less than $3.00 per share, was lowered to $2.00 per share.
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Item 8.01 Other
Events.
On July 13,
2017, the Company closed
its previously announced registered direct offering of
an
aggregate of 2,170,000 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share
(the “Common Stock”) and pre-funded warrants (the “Pre-Funded Warrants”) to purchase 230,000 shares
of Common Stock
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The Company sold the Shares
at
a price of $1.43, per share
and received $1.42 per Pre-Funded Warrant (the prefunded amount). The Company received
gross proceeds from the offering, before deducting placement agent fees and other estimated offering expenses payable by the
Company, of approximately $3,432,000. Aegis Capital Corp. acted as the placement agent for the offering.
On July 13, 2017,
the Company also closed
its previously announced concurrent private placement
for
no additional consideration, of warrants to purchase 1,800,000 shares of Common Stock.
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: July 13, 2017
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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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