Amended Current Report Filing (8-k/a)
December 04 2014 - 11:13AM
PR Newswire (US)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Amendment No. 1
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
Date of Report (Date of earliest event reported): November
13, 2014
Nxt-ID, Inc.
(Exact name of registrant as specified in its charter)
Delaware |
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000-54960 |
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46-0678374 |
(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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One Reservoir Corporate Centre
4 Research Drive, Suite 402
Shelton, CT
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06484 |
(Address of principal executive
offices) |
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(Zip Code) |
Registrant's telephone number, including area code: (203)
242-3076
n/a
(Former name or former address, if changed since last
report)
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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Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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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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Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
EXPLANATORY NOTE
Nxt-ID, Inc. (the “Company”) is filing this Amendment No. 1 (this
“Amendment”) to its Current Report on Form 8-K, filed on November
19, 2014 (the “Original 8-K”) solely for the purpose of clarifying
that the Company’s disclosures were pursuant to Item 4.02 and not
Item 4.01.
Unless otherwise disclosed
herein, the disclosures contained herein have not been updated to
reflect events, results or developments that have occurred after
the filing of the Original 8-K, or to modify or update those
disclosures affected by subsequent events unless otherwise
indicated in this Amendment. This Amendment should be read in
conjunction with the Original 8-K and the Company’s filings made
with the Commission subsequent to the Original 8-K, including any
amendments to those filings.
Item 4.02 |
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Non-Reliance on Previously Issued Financial Statements or a
Related Audit Report or Completed Interim Review.
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During the preparation of our Quarterly Report on Form 10-Q for the
three and nine months ended September 30, 2014, the Company and the
Audit Committee of the Company’s Board of Directors (the “Audit
Committee”) identified an accounting error in the condensed
consolidated financial statements as of March 31, 2014 and June 30,
2014.
The Company determined that it was necessary to correct the
accounting for certain warrants as presented within the statement
of operations and statements of cash flows along with their
corresponding impact on our condensed consolidated financial
statements for the periods ended March 31, 2014 and June 30,
2014.
The non-cash adjustment primarily includes determining the fair
value of a derivative associated with the Company’s warrants issued
in December 2013 and January 2014. The net loss for the periods
ended March 31, 2014 and June 30, 2014, decreased due to the
correction in the value of derivatives. Total assets, total
liabilities and total stockholders’ equity at March 31, 2014 and
June 30, 2014 were unchanged as a result. Further, cash flows
including cash flows from operating activities for the periods
ended March 31, 2014 and June 30, 2014 were also unchanged. These
errors did not impact the Company’s results of operations or our
financial position as of or for any period through December 31,
2013. The Audit Committee has discussed this matter with the
Company’s independent registered public accounting firm, KPMG LLP
(“KPMG”). Effective October 30, 2014, KPMG was appointed as the
Company’s independent registered public accounting firm.
The Company currently plans to file an amendment to each of the
Quarterly Reports on Form 10-Q for the periods ended March 31, 2014
and June 30, 2014 to recognize the impact of these adjustments.
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 4, 2014 |
NXT-ID, INC. |
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By: |
/s/ Gino
Pereira |
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Name: Gino Pereira
Title: Chief Executive Officer
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