Additional Proxy Soliciting Materials (definitive) (defa14a)
November 10 2020 - 4:11PM
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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Confidential, For Use of the Commission Only (as Permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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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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Title of each class of securities to which transaction applies:
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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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Proposed maximum aggregate value of transaction:
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Total fee paid:
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Fee paid previously with preliminary materials.
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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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Form, Schedule or Registration Statement No.:
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Date Filed:
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EXPLANATORY NOTE
On November 10,
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, which has been adjourned to Tuesday, November 17, 2020. The Letter supplements
the Definitive Proxy Statement that the Company filed with the Securities and Exchange Commission (“SEC”) on
August 17, 2020 and the Definitive Additional Materials filed with the SEC on September 29, 2020, October 5, 2020, October
14, 2020, October 27, 2020, October 29, 2020 and November 6, 2020.
Our
board of directors has fixed the close of business on August 17, 2020 as the record date for the determination of stockholders
entitled to notice of, and to vote at, the Annual Meeting and any adjournment or postponement thereof.
Below is a copy of the
Letter.
Your Vote is Needed
Please Vote Your Shares Today!
Dear Fellow Stockholder:
The Annual Meeting has been adjourned again
to Tuesday, November 17, 2020 to give our stockholders additional time to vote on Proposals 3 and 4 concerning our proposed
reverse stock split, which are described in the proxy materials previously provided to you. We need your vote – PLEASE
VOTE TODAY!
The reverse stock split MUST BE APPROVED by
a majority of our outstanding shares, as of the record date of the Annual Meeting, in order for us to remain a listed company on
Nasdaq. Remaining listed on Nasdaq is vital in order to complete the undertakings described below and add to them in 2021. If you
are receiving this proxy solicitation, then you are entitled to vote, even if you have sold your shares after the record date.
If you have already voted “NO” you may change your vote to “YES.” We are close to receiving the necessary
number of votes in favor of the reverse stock split, and therefore every vote is important regardless of the number of shares you
own. The Board of Directors of the Company recommends that you vote FOR Proposals 3 and 4. Please take the time to respond
by voting today!
The Company’s management continues to
work very hard during the COVID-19 pandemic in order move the company forward. We continue to make progress with new product development,
including the new Guardian Alert Plus (4G version), and the launch of new products. For example, the first round of WiFi product
field testing has been completed and the Company anticipates a formal launch in early 2021. We also want to look into acquisitions
of new products and distribution channels to continue to grow our Company and improve shareholder value.
How do I vote?
You can vote via the internet, telephone, or
by mail if a voting instruction form is enclosed. Voting via the internet or telephone will require that you have your proxy control
number available. That number is either printed on a voting instruction form, if one is enclosed, or accessible through the voting
portal, if your proxy materials were electronically delivered.
If you have any questions or need assistance
in voting your shares, please call the Company’s proxy solicitor:
Laurel Hill Advisory Group, LLC, at 888-742-1305
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
Email: info@nxt-id.com
Forward-Looking Statements for Nxt-ID:
This communication contains forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements reflect management’s
current expectations, as of the date of this communication, and involve certain risks and uncertainties. Forward-looking statements
include statements herein with respect to the successful execution of the Company’s business strategy. The Company’s
actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors.
Such risks and uncertainties include, among other things, our ability to establish and maintain the proprietary nature of our technology
through the patent process, as well as our ability to possibly license from others patents and patent applications necessary to
develop products; the availability of financing; the Company’s ability to implement its long range business plan for various
applications of its technology; the Company’s ability to enter into agreements with any necessary marketing and/or distribution
partners; the impact of competition, the obtaining and maintenance of any necessary regulatory clearances applicable to applications
of the Company’s technology; and management of growth and other risks and uncertainties that may be detailed from time to
time in the Company’s reports filed with the Securities and Exchange Commission.
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