Current Report Filing (8-k)
April 09 2019 - 04:50PM
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 4, 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.
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 January
9, 2019 (the “Initial Current Report”), that it entered into a sales agreement (the “Sales Agreement”)
with A.G.P./Alliance Global Partners (“A.G.P.) pursuant to which the Company may sell, at its option, shares of its common
stock, par value $0.0001 per share (the “Common Stock”), having an aggregate offering price of up to $15,000,000 (subject
to certain limitations set forth in the Sales Agreement) to or through A.G.P., as sales agent.
The Company also reported
in the Initial Current Report that (i) such offers and sales, if any, will be made through a prospectus supplement to the prospectus
included in the Company’s shelf registration statement on Form S-3 (File No. 333-228624), declared effective by the
Commission on December 12, 2018, specifically relating to offers and sales of Common Stock under the Sales Agreement, and (ii)
the Company may offer and sell shares of Common Stock having an aggregate offering price of up to $6,000,000 to or through A.G.P.
under the Sales Agreement through the prospectus supplement dated January 8, 2019 filed by the Company with the Commission (the
“ATM Prospectus Supplement”). On April 4, 2019, the Company filed an amendment to the ATM Prospectus Supplement reducing
the amount of shares of Common Stock that it may issue from an aggregate offering price of up to $6,000,000, to an aggregate offering
price of up to $4,800,000.
The foregoing description of the Sales Agreement
is qualified in its entirety by reference to the full text of the Sales Agreement, the form of which is attached as Exhibit 1.1
to the Initial Current Report on Form 8-K, and which is incorporated herein in its entirety by reference.
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.
Item 8.01 Other
Events.
On April 4, 2019,
the Company closed
its previously announced registered direct offering of
an aggregate
of 2,469,136 shares (the “Shares”) of 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 to purchase 2,469,136 shares
of Common Stock
.
The Company sold the Shares
at
a price of $0.81 per share
. The Company received gross proceeds from the offering, before deducting estimated offering
expenses payable by the Company, of approximately $2,000,000.
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 9, 2019
|
NXT-ID, INC.
|
|
|
|
|
By:
|
/s/ Gino M. Pereira
|
|
|
Name: Gino M. Pereira
Title: Chief Executive Officer
|
NXT ID (NASDAQ:NXTD)
Historical Stock Chart
From Feb 2024 to Mar 2024
NXT ID (NASDAQ:NXTD)
Historical Stock Chart
From Mar 2023 to Mar 2024