AND EXCHANGE COMMISSION
to Section 13 or 15(d) of the Securities Exchange Act of 1934
of Report (Date of earliest event reported):
October 1, 2018
(September 27, 2018)
name of registrant as specified in its charter)
or other jurisdiction
U.S. Highway 1
of principal executive offices) (Zip Code)
telephone number, including area code:
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):
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)
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).
growth company ☒
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. ☐
7.01 Regulation FD Disclosure
September 27, 2018, Nxt-ID held a webinar in order to discuss the spinoff of its financial technology assets, which was previously
announced by Nxt-ID on September 21, 2018. A copy of the transcript from the webinar is attached as Exhibit 99.1 to
this Current Report on Form 8-K.
information in this item 7.01, including the information set forth in Exhibit 99.1, is deemed to be “furnished” and
shall not be deemed to be “filed” for purposes of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or
the Exchange Act. The information set forth in this item 7.01 shall not be deemed an admission as to the materiality of any information
in this Current Report on Form 8-K that is required to be disclosed solely to satisfy the requirements of Regulation FD.
report and the attached transcript contain forward-looking statements, estimates, and expectations relating to, among other
things, the separation, the expected timetable for completing the separation and the future performance of Nxt-ID’s
payment and healthcare businesses. A more thorough discussion of certain factors that may affect the
Company’s actual results is included under the captions “Risk Factors” and “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s most recent annual
report on Form 10-K and subsequent quarterly reports on Form 10-Q, copies of which may be obtained by visiting Nxt-ID’s
investor relations web site at
or the SEC’s web
. Undue reliance should not be placed on the forward-looking statements in this report or the
attached press release and slide presentation, which are based on information available to the Company on the date
hereof. The Company assumes no obligation to update such statements.
9.01 Financial Statements and Exhibits.
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.
October 1, 2018
Gino M. Pereira
Gino M. Pereira
Chief Executive Officer