Current Report Filing (8-k)
October 17 2019 - 4:19PM
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) October 17, 2019 (October 10, 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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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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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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☐
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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. ☐
Securities registered pursuant to Section
12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which
registered
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Item 1.02.
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Termination
of a Material Definitive Agreement.
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As
previously disclosed, on January 8, 2019, Nxt-ID, Inc. (the “Company”) entered into a common stock Sales Agreement
(the “Sales Agreement”) with A.G.P./Alliance Global Partners (“A.G.P.”) with respect to an at the market
offering program (the “ATM Program”), under which the Company was permitted, from time to time in its sole discretion,
to issue and sell through or to A.G.P., acting as agent or principal, up to $15,000,000 aggregate offering price of shares of
the Company’s common stock, par value $0.0001 per share (the “Placement Shares”). The issuance and sale of the
Placement Shares by the Company under the Sales Agreement were required to be made pursuant to the Company’s shelf registration
statement on Form S-3 (File No. 333-228624), declared effective by the Securities and Exchange Commission (the “SEC”)
on December 12, 2018, and a related prospectus supplement filed with the SEC on December 17, 2018. As of October 1, 2019, the
Company sold approximately $1,300,000 in stock under the ATM program.
Effective
October 10, 2019, the Company and A.G.P. terminated the Sales Agreement and the related ATM Program. The Company and A.G.P. mutually
decided to terminate the Sales Agreement because it had not been recently utilized and for the foreseeable future does not intend
to utilize the Sales Agreement to raise additional capital. The Company will not incur any termination penalties as a result of
its termination of the Sales Agreement.
A
description of the terms and conditions of the Sales Agreement is set forth in the Company’s current report on Form 8-K
filed with the SEC on January 8, 2019 and is incorporated herein by reference.
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: October 17, 2019
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Nxt-ID, Inc.
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By:
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/s/
Vincent S. Miceli
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Name:
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Vincent S. Miceli
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Title:
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Chief Executive Officer
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2
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