Additional Proxy Soliciting Materials (definitive) (defa14a)
September 29 2020 - 4:55PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
(RULE
14a-101)
SCHEDULE
14A INFORMATION
PROXY
STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE
ACT OF 1934
(AMENDMENT
NO. )
Filed
by the Registrant ☒
Filed
by a Party other than the Registrant ☐
Check
the appropriate box:
☐
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Preliminary Proxy Statement
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☐
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Confidential, For Use of the Commission Only
(as Permitted by Rule 14a-6(e)(2))
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☐
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Definitive Proxy Statement
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☒
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Definitive Additional Materials
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Soliciting Material under §240.14a-12
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Nxt-ID,
Inc.
(Name
of Registrant as Specified In Its Charter)
(Name
of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment
of Filing Fee (Check the appropriate box):
☐
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Fee computed on
table below per Exchange Act Rules 14a-6(i)(1) and 0-11
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(1)
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Title of each class of securities to which transaction
applies:
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(2)
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Aggregate number of securities to which transaction
applies:
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(3)
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Per unit price or
other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing
fee is calculated and state how it was determined):
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(4)
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Proposed maximum aggregate value of transaction:
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(5)
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Total fee paid:
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☐
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Fee paid previously
with preliminary materials.
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☐
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Check box if any
part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement number, or the form or Schedule and the date of
its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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(3)
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Filing Party:
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(4)
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Date Filed:
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EXPLANATORY
NOTE
On
September 28, 2020, Nxt-ID, Inc. (the “Company”) began distribution of a letter (the “Letter”) from Vincent
Miceli, the Company’s Chief Executive Officer, to the Company’s stockholders regarding the Company’s upcoming
Annual Meeting of Stockholders scheduled to be held on Tuesday, October 6, 2020. The Letter supplements
the Definitive Proxy Statement that the Company filed with the Securities and Exchange Commission on August 17, 2020.
Below
is a copy of the Letter.
IMPORTANT
INFORMATION!!
WE
NEED YOUR HELP!
NXT-ID,
INC. – ANNUAL MEETING OF
STOCKHOLDERS
SCHEDULED FOR OCTOBER 6, 2020
September
28, 2020
Dear
Fellow Stockholder:
I
am writing to remind you that the 2020 Annual Meeting of Stockholders (the “Annual Meeting”) of Nxt-ID, Inc. (the
“Company”) is scheduled for Tuesday, October 6, 2020 at 9:00 a.m. (Eastern Time) at the Company’s office at
288 Christian Street, Hangar C 2nd Floor, Oxford, CT 06478.
Our
records indicate that you were a stockholder of the Company as of August 17, 2020, the “Record Date” for the Annual
Meeting, and, therefore, you are entitled to vote on the matters described in the Company's Definitive Proxy Statement (the “Proxy
Statement”) and set forth on the proxy card attached thereto, which were filed with the Securities and Exchange Commission
(“SEC”) on August 17, 2020 and mailed to you.
Our
records indicate that we have not yet received your vote. If you sold your shares and are receiving this letter, you are still
a holder of record and entitled to vote. If you already voted against any of the proposals in the Proxy Statement, please reconsider
voting. In particular, the Company’s Board of Directors encourages you to vote “FOR” each of the proposals described
in the Proxy Statement and set forth on the enclosed voting instruction form, if you received a physical copy of the proxy materials,
or on the voting portal, if your proxy materials were electronically delivered.
REMEMBER:
Your vote is important, no matter how large or small your holdings may be. Please take a moment to vote via the Internet, telephone
OR sign, date and return the enclosed voting instruction form at your earliest convenience. If you have any questions or require
assistance in voting your shares, please call the Company’s proxy solicitor, Laurel Hill Advisory Group, LLC (“Laurel
Hill”), at 888-742-1305.
Voting
promptly will help further reduce solicitation costs and will eliminate follow-up phone calls or mailings. Voting over the phone
or on the Internet will require that you have your proxy control number available. That number is either printed on the enclosed
voting instruction form, if you received a physical copy of the proxy materials, or accessible through the voting portal, if your
proxy materials were electronically delivered. Stockholders also may vote by attending the Annual Meeting in person. If you are
unable to attend, please vote using one of the methods described above.
If
we have not received your proxy as the date of the Annual Meeting approaches, you may receive a call asking you to exercise your
right to vote. Laurel Hill has been retained by the Company to make follow-up phone calls to help secure the remaining votes needed
for the Annual Meeting.
Thank
you in advance for your participation and your consideration in this extremely important matter. We have been working very hard
on behalf of all stockholders and appreciate your support.
Sincerely,
Vincent
S. Miceli
Chief
Executive Officer
Note:
Notwithstanding the foregoing or anything to the contrary contained herein, as a precaution due to the outbreak of the coronavirus
(COVID-19), the Company is planning for the possibility that there may be limitations on attending the Annual Meeting in person,
or the Company may decide to hold the Annual Meeting on a different date, at a different location or by means of remote communication
(i.e., a “virtual meeting”).
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