Current Report Filing (8-k)
January 08 2021 - 10:30AM
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) January 8, 2021 (January 8, 2021)
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
1.01 Entry into a Material Definitive Agreement.
On
January 8, 2021, Nxt-ID, Inc., a Delaware corporation (the “Company”), entered into a Warrant Amendment and Exercise
Agreement (the “Amendment Agreement”) with holders (the “Holder”) of a common stock purchase warrant,
dated April 4, 2019, previously issued by the Company to the Holder (the “Original Warrant”).
In
consideration for each exercise of the Original Warrant that occurs within 45 calendar days of the date of the Amendment Agreement,
in addition to the issuance of the Warrant Shares (as defined in the Original Warrant) on or prior to the Warrant Share Delivery
Date (as defined in the Original Warrant), the Company has agreed to deliver to the Investor a new warrant to purchase a number
of shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), equal to the number
of Original Warrants that the Holder has exercised pursuant to the terms of the Original Warrant, at an exercise price of $1.525
per share, which represents the average Nasdaq Official Closing Price of the Common Stock (as reflected on Nasdaq.com) for the
five trading days immediately preceding the date of the Amendment Agreement (the “New Warrants”). The Investor currently
holds Original Warrants exercisable for up to 2,469,136 shares of Common Stock, and, therefore, may receive up to an equivalent
number of New Warrants. The Investor may continue to exercise the Original Warrants after 45 calendar days of the date of the
Amendment Agreement, but the Investor will not receive any New Warrants in consideration for the exercise of any Original Warrants
exercised thereafter.
The
Amendment Agreement contains customary representations, warranties and covenants by each of the Company and the Investor.
The
New Warrants, if issued, are exercisable for up to the original expiration dates of the Original Warrants, which is April 4, 2024.
The exercise price and number of shares issuable upon exercise of the New Warrants are subject to traditional adjustment for stock
splits, combinations, recapitalization events and certain dilutive issuances. The New Warrants are required to be exercised for
cash; however, if during the term of the New Warrants there is not an effective registration statement under the Securities Act
of 1933, as amended (the “Securities Act”), covering the resale of the shares of Common Stock issuable upon exercise
of the New Warrants, then the New Warrants may be exercised on a cashless (net exercise) basis pursuant to the formula provided
in the New Warrants.
The
Company intends to use the proceeds of any exercise of the Original Warrants for working capital purposes, the launch of new products
and to reduce its debt outstanding.
Item
3.02 Unregistered Sales of Equity Securities.
The
disclosure set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference into this Item 3.02 in
its entirety. The Company is issuing the New Warrants and will issue the shares of Common Stock issuable upon exercise of the
New Warrants, in each case in reliance upon the exemption from registration contained in Section 4(a)(2) of the Securities Act
or Rule 506 promulgated thereunder. The New Warrants sold, or any shares of Common Stock issued upon the exercise of the New Warrants,
may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
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:
January 8, 2021
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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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