Item 1.01. Entry into a Material Definitive Agreement
On July 10, 2020, Nxt-ID, Inc., a Delaware
corporation (the “Company”), entered into a securities purchase agreement (the “Purchase Agreement”) with
two (2) accredited investors (the “Investors”) providing for the issuance of (i) 3,778,513 shares (the “Shares”)
of the Company’s common stock, par value $0.0001 (the “Common Stock”); (ii) pre-funded warrants to purchase up
to an aggregate of 734,965 shares of Common Stock (the “Pre-Funded Warrant Shares”) at an exercise price of $0.01 per
share, subject to customary adjustments thereunder (the “Pre-Funded Warrants”); (iii) warrants, with a term of five
(5) years exercisable immediately upon issuance, to purchase an aggregate of up to 1,579,718 shares of Common Stock (the “Registered
Warrant Shares”) at an exercise price of $0.50 per share, subject to customary adjustments thereunder (the “Registered
Warrants”); and (iv) warrants, with a term of five and one-half (5.5) years first exercisable six (6) months after issuance,
to purchase an aggregate of up to 3,750,000 shares of Common Stock (the “Unregistered Warrant Shares”) at an exercise
price of $0.65 per share, subject to customary adjustments thereunder (the “Unregistered Warrants”). Each Investor
has the right to elect to be issued Pre-Funded Warrants, in lieu of Shares, in the event that the issuance of Shares to such Investor
would cause such Investor to beneficially own greater than 4.99% of the Company’s issued and outstanding shares of Common
Stock. If, at the time a holder exercises its Registered Warrants or Unregistered Warrants, as applicable, a registration statement
registering the issuance of the Registered Warrant Shares or Unregistered Warrant Shares, as applicable, is not then effective
or available, then the holder may exercise (either in whole or in part) on a cashless exercise basis and receive the net number
of shares of Common Stock determined according to a formula set forth in the Registered Warrants or Unregistered Warrants, as applicable.
The Shares, the Pre-Funded Warrants, the Pre-Funded Warrants Shares, the Registered Warrants, the Registered Warrant Shares, the
Unregistered Warrants and the Unregistered Warrant Shares are collectively referred to as the “Securities.” Pursuant
to the Purchase Agreement, the Investors are purchasing the Securities for an aggregate purchase price of $1,864,517.76.
Pursuant to the Purchase Agreement, an
aggregate of (i) 3,778,513 Shares, (ii) Pre-Funded Warrants to purchase up to 734,965 Pre-Funded Warrant Shares and (iii) Registered
Warrants to purchase up to 1,579,718 Registered Warrant Shares will be issued to the Investors in a registered direct offering
(the “Registered Offering”) and registered under the Securities Act of 1933, as amended (the “Securities Act”),
pursuant to a prospectus supplement to the Company’s currently effective registration statement on Form S-3 (File No. 333-228624),
which was initially filed with the U.S. Securities and Exchange Commission (the “SEC”) on November 30, 2018, and was
declared effective on December 12, 2018 (the “Shelf Registration Statement”). The Company expects to file the prospectus
supplement for the Registered Offering on or about July 13, 2020.
Pursuant to the Purchase Agreement, the
Company will also issue to the Investors in a concurrent private placement pursuant to an exemption from the registration requirements
of the Securities Act provided in Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder (the “Private
Placement”, and together with the Registered Offering, the “Offering”), the Unregistered Warrants and the Unregistered
Warrant Shares.
The Company expects the Offering to close
on or about July 14, 2020, subject to the satisfaction of customary closing conditions in the Purchase Agreement. The Purchase
Agreement contains customary representations, warranties and agreements of the Company and the Investors and customary indemnification
rights and obligations of the parties thereto. The Investors have previously invested in securities of the Company or otherwise
had pre-existing relationships with the Company; the Company did not engage in general solicitation or advertising with regard
to the issuance and sale of the securities. The Investors represented that they are accredited investors and purchased the Securities
for investment and not with a view to distribution.
This Form 8-K contains forward-looking
statements. Forward-looking statements include, but are not limited to, statements that express the Company’s intentions,
beliefs, expectations, strategies, predictions or any other statements related to the Company’s 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 its 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 that the Company files from time to time with the SEC. Any forward-looking
statements speak only as of 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 Form 8-K, except as required by law.
The prospectus supplement relating to the
Registered Offering will be available on the SEC’s web site at http://www.sec.gov.