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 30, 2019 (April 30, 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):

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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))

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 8.01 Other Events

On April 30, 2019, Nxt-ID, Inc. (the “Company”) announced that a Registration Statement on Form 10 was filed with the U.S. Securities and Exchange Commission by PartX, Inc. (“PartX”), a new, wholly-owned subsidiary of the Company, in connection with the planned spin-off of its payments, authentication and credential management business into PartX. A copy of the press release is attached hereto as Exhibit 99.1.

The Company previously announced that it intends to separate its payments, authentication and credential management business into a new, independent company and to distribute shares of common stock of such company to Nxt-ID stockholders through the execution of a spin-off, which it believes will qualify as a tax-free distribution.

Forward-Looking Statements

This report and Exhibit 99.1 contain forward-looking statements regarding the Company and the spin-off. Undue reliance should not be placed on the forward-looking statements in this report or Exhibit 99.1, which are based on information available to the Company on the date hereof. The Company assumes no obligation to update such statements . In addition, Exhibit 99.1 includes cautionary statements identifying important factors that could cause actual results to differ materially from those anticipated.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Exhibit Description
99.1		Press Release of Nxt-ID, Inc., dated April 30, 2019.

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.