Item 3.01. Notice of Delisting or Failure
to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On August 4, 2020, Nxt-ID, Inc., a Delaware
corporation (the “Company”), received a determination letter (the “Letter”) from the staff (the “Staff”)
of the Nasdaq Stock Market LLC (“Nasdaq”) stating that the Company has not regained compliance with the minimum bid
price requirement of $1.00 per share for continued listing of the Company’s common stock, par value $0.0001 per share (the
“Common Stock”), on the Nasdaq Capital Market, as set forth in Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid
Price Requirement”). As previously disclosed, the Common Stock had not been at least $1.00 per share for a minimum of ten
(10) consecutive trading days at any time during the initial 180-calendar day compliance period granted to the Company on May 24,
2019, or during the second 180-calendar day compliance period granted to the Company on November 21, 2019 and which was extended
through August 3, 2020 due to extraordinary market conditions.
Pursuant to the Letter, unless the Company
requests a hearing to appeal this determination by 4:00 p.m. Eastern Time on August 11, 2020, the Common Stock will be delisted
from the Nasdaq Capital Market, trading of the Common Stock will be suspended at the opening of business on August 13, 2020, and
a Form 25-NSE will be filed with the Securities and Exchange Commission, which will remove the Common Stock from listing and registration
on Nasdaq.
On August
6, 2020, the Company requested a hearing before the Nasdaq Hearings Panel (the “Panel”) to appeal the Letter and is
awaiting a hearing date. While the appeal process is pending, the suspension of trading of the Common Stock will be stayed, a Form
25-NSE will not be filed, and the Common Stock will continue to trade on the Nasdaq Capital Market until the hearing process concludes
and the Panel issues a written decision.
There can be no assurance that the Panel will
grant the Company’s request for a suspension of delisting or continued listing on the Nasdaq Capital Market. If the Common
Stock ceases to be listed for trading on the Nasdaq Capital Market, the Company would expect that the Common Stock would be traded
on one of the three tiered marketplaces of the OTC Markets Group.
Cautionary Statement Regarding Forward-Looking
Statements
Certain statements in this Current Report on
Form 8-K are forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995. These statements may be
identified by the use of forward-looking words such as “anticipate,” “believe,” “forecast,”
“estimate,” “expect,” “intend,” “likely,” “may,” “plan,”
“potential,” “predict,” “opportunity” and “should,” among others. There are a number
of factors that could cause actual events to differ materially from those indicated by such forward-looking statements. The Company
does not undertake an obligation to update or revise any forward-looking statements. Investors should read the risk factors set
forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, and its other periodic reports filed
with the Securities and Exchange Commission.