Current Report Filing (8-k)
December 21 2020 - 8:46AM
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) December
21, 2020 (December 21, 2020)
Nxt-ID,
Inc.
(Exact name of registrant as specified in
its charter)
Delaware
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001-36616
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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.
288 Christian Street
Hangar C 2nd Floor
Oxford, CT 06478
(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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Common Stock, par value $0.0001
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NXTD
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The Nasdaq Stock Market LLC
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Item 8.01 Other Events.
On December 21, 2020, Nxt-ID, Inc. (the
“Company”) released a letter (the “Stockholder Letter”) from Vincent Miceli, the Company’s Chief
Executive Officer, to the Company’s stockholders regarding the Company’s achievements in 2020 and its outlook for 2021.
A copy of the Stockholder Letter is attached hereto as Exhibit 99.1.
Forward-Looking
Statements
This Current Report
on Form 8-K and Exhibit 99.1 contain 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.
Item 9.01. Financial Statements
and Exhibits.
(d) Exhibits.
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: December 21, 2020
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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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