Current Report Filing (8-k)
October 15 2021 - 5:09PM
Edgar (US Regulatory)
0001566826
false
--12-31
0001566826
2021-10-15
2021-10-15
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): October 15, 2021
Nxt-ID,
Inc.
(Exact
name of registrant as specified in its charter)
Delaware
|
|
001-36616
|
|
46-0678374
|
(State or other jurisdiction
of incorporation)
|
|
(Commission File Number)
|
|
(IRS Employer
Identification No.)
|
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):
☐
|
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
☐
|
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
☐
|
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
☐
|
Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
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
|
|
Trading
Symbol(s)
|
|
Name
of each exchange on which
registered
|
Common
Stock, par value $0.0001 per share
|
|
NXTD
|
|
The
Nasdaq Stock Market LLC
|
Item 3.03
Material Modification to Rights of Security Holders.
The
information contained in Item 5.03 below is incorporated by reference into this Item 3.03.
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
October 15, 2021, Nxt-ID, Inc. (the “Company”), acting pursuant to authority received at a special meeting of its stockholders
on October 15, 2021 (the “Special Meeting”), filed with the Secretary of State of the State of Delaware (i) a certificate
of amendment (the “Charter Amendment”) to its certificate of incorporation, as amended (the “Certificate of Incorporation”),
which effects a one-for-ten reverse stock split (the “Common Stock Reverse Stock Split”) of all of the Company’s outstanding
shares of common stock, par value $0.0001 per share (the “Common Stock”); and (ii) a certificate of amendment (the “Series
C Certificate of Amendment”) to its Certificate of Designations, Preferences and Rights of Series C Non-Convertible Voting Preferred
Stock (“Series C Certificate of Designations”), which effects a one-for-ten reverse stock split (the “Series C Reverse
Stock Split” and together with the Common Stock Reverse Stock Split, the “Reverse Stock Splits”) of all of the Company’s
outstanding shares of Series C Non-Convertible Voting Preferred Stock, par value $0.0001 per share (the “Series C Preferred Stock”),
and which increases the stated value of the Series C Preferred Stock from $1,000 per share to $10,000 per share. Pursuant to each of
the Charter Amendment and the Series C Certificate of Amendment, each of the Reverse Stock Splits will become effective as of 5:30 p.m.
Eastern Time on October 15, 2021. As a result of the Reverse Stock Splits, every ten (10) shares of Common Stock will be exchanged for
one (1) share of Common Stock and every ten (10) shares of Series C Preferred Stock will be exchanged for one (1) share of Series C Preferred
Stock.
The
Reverse Stock Splits do not affect the total number of shares of capital stock, including the Common Stock and Series C Preferred Stock,
that the Company is authorized to issue, which shall remain as set forth pursuant to the Certificate of Incorporation and Series C Certificate
of Designations, respectively. No fractional shares will be issued in connection with the Reverse Stock Splits, all of which shares of
post-split Common Stock and Series C Preferred Stock shall be rounded up to the nearest whole number of such shares. The Reverse Stock
Splits will also have a proportionate effect on all other convertible preferred stock, options and warrants of the Company outstanding
as of the effective date of the Reverse Stock Splits. The new CUSIP number for the Common Stock is 67091J 404.
The
Company’s transfer agent, VStock Transfer, LLC, is acting as exchange agent for the Common Stock Reverse Stock Split and will send
instructions to stockholders of record regarding the exchange of certificates for Common Stock. The Company is acting as exchange agent
for the Series C Reverse Stock Split.
The
summary of the Charter Amendment and Series C Certificate of Amendment do not purport to be complete and are qualified in their entirety
by reference to the full text of the Charter Amendment and the Series C Certificate of Amendment, copies of which are attached to this
Current Report on Form 8-K (this “Report”) as Exhibits 3.1(i)(a) and 3.1(i)(b), respectively.
Item
5.07 Submission of Matters to a Vote of Security Holders
On
October 15, 2021, the Company held the Special Meeting. Set forth below are the
two proposals that were voted on at the Special Meeting and the stockholder votes on each such proposal, as certified by the inspector
of elections for the Special Meeting. These proposals are described in further detail in the Definitive Proxy Statement on Schedule 14A
that the Company filed with the U.S. Securities and Exchange Commission on September 17, 2021.
As
of the close of business on September 16, 2021, the record date for the Special Meeting, there were an aggregate of 88,308,523 shares
of Common Stock issued, outstanding and entitled to vote, an aggregate of 2,000 shares of Series C Preferred Stock issued, outstanding
and entitled to vote, and an aggregate of 173,333 shares of Series F Convertible Preferred Stock par value $0.0001 per share, issued,
outstanding and entitled to vote (collectively, the “Voting Stock”). Stockholders holding an aggregate of 60,511,524 shares
of Voting Stock were present at the Special Meeting, in person or represented by proxy, which number constituted a quorum.
Proposal
1 – The Company’s stockholders approved the proposal to amend the Certificate of Incorporation to effect a reverse
stock split of all outstanding shares of Common Stock by a ratio in the range of one-for-three to one-for-ten, as determined by the Company’s
board of directors (the “Board”) in its sole discretion (“Proposal No. 1”). The final voting results with respect
to Proposal No. 1 were as follows:
For
|
|
Against
|
|
Abstain
|
53,994,053
|
|
6,389,219
|
|
128,252
|
Proposal
2 – The Company’s stockholders approved the proposal to amend the Series C Certificate of Designations to (i) effect
a reverse stock split of all outstanding shares of Series C Preferred Stock by the same ratio that the Board selects for the reverse
stock split of its Common Stock described in Proposal No. 1 and (ii) increase the stated value of the Series C Preferred Stock by the
same amount as the ratio of the Series C Reverse Stock Split (“Proposal No. 2”). The final voting results with respect to
Proposal No. 2 were as follows:
For
|
|
Against
|
|
Abstain
|
54,080,154
|
|
6,215,552
|
|
215,818
|
Item
8.01
On
October 15, 2021, the Company issued a press release announcing the voting results from the Special Meeting and each of the Reverse Stock
Splits, a copy of which is attached to this Report as Exhibit 99.1.
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: October 15, 2021
|
Nxt-ID, Inc.
|
|
|
|
|
By:
|
/s/ Chia-Lin
Simmons
|
|
Name:
|
Chia-Lin Simmons
|
|
Title:
|
Chief Executive Officer
|
3
NXT ID (NASDAQ:NXTD)
Historical Stock Chart
From Mar 2024 to Apr 2024
NXT ID (NASDAQ:NXTD)
Historical Stock Chart
From Apr 2023 to Apr 2024