Nxt-ID, Inc. (NASDAQ:NXTD) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01

On April 2, 2019, Nxt-ID, Inc., a Delaware corporation (the “Company”), entered into a securities purchase (the “Purchase Agreement”) with an accredited investor (the “Investor”) in connection with the registered direct public offering (the “Offering”) of 2,469,136 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), for a purchase price of approximately $2,000,000. The Shares are being offered at a price of $0.81 per share.

In connection with the Offering, we are also issuing to the Investor for no additional consideration, a common stock purchase warrant (the “Warrant”) to purchase 2,469,136 shares of Common Stock. The Warrant will be exercisable immediately upon issuance (the “Initial Exercise Date”), at an exercise price of $1.05 per share and will expire on the fifth (5^th) anniversary of the Initial Exercise Date.

The Company expects the Offering to close on or about April 3, 2019, subject to the satisfaction of customary closing conditions in the Purchase Agreement. The Purchase Agreement contains customary representations, warranties and agreements of the Company and the Purchaser and customary indemnification rights and obligations of the parties.

The Shares and the Warrant will be issued to a prospectus supplement to the Company’s effective shelf registration statement on Form S-3 (Registration No. 333-228624), which was initially filed with SEC on November 30, 2018, and was declared effective on December 12, 2018. The Company expects to file the prospectus supplement for the Offering on or about April 3, 2019.

The foregoing description of the Purchase Agreement and the Warrant are qualified in their entirety by reference to the full text of the Purchase Agreement and the Warrant, the forms of which are attached as Exhibit 10.1 and Exhibit 4.1, respectively, to this Current Report on Form 8-K (this “Report”), and which are incorporated herein in their entirety by reference. The Company is filing the opinion of its counsel, Robinson Brog Leinwand Greene Genovese & Gluck P.C., relating to the legality of the issuance and sale of the Shares and Warrant, as Exhibit5.1 hereto. Exhibit5.1 is incorporated herein by reference and into the registration statement.

This Report contains forward-looking statements. Forward-looking statements include, but are not limited to, statements that express our intentions, beliefs, expectations, strategies, predictions or any other statements related to our 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 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 the Company files from time to time with the Securities and Exchange Commission (the “Commission”). Any forward-looking statements speak only by 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 report, except as required by law.

The prospectus supplement relating to the Offering will be available on the Commission’s web site at http://www.sec.gov.

(d)Exhibits.

Nxt-ID, Inc. Exhibit
EX-4.1 2 f8k040219ex4-1_nxtidinc.htm COMMON STOCK PURCHASE WARRANT Exhibit 4.1   COMMON STOCK PURCHASE WARRANT   Nxt-ID,…
To view the full exhibit click here

About Nxt-ID, Inc. (NASDAQ:NXTD)

Nxt-ID, Inc. is a technology company. The Company is focused on products, solutions and services for security on mobile devices. The Company’s core technologies consist of those that support digital payments, biometric identification, encryption, sensors and miniaturization. It has three lines of business: mobile commerce (m-commerce), primarily through the application of secure digital payment technologies; biometric access control applications, and Department of Defense contracting. It intends to use its core biometric facial and voice recognition algorithms to develop security applications (both cloud based and locally hosted) that can be used for companies, as well as individuals, law enforcement, the defense industry, and the United States Department of Defense. Its offerings include Wocket, a physical electronic smart wallet; the NXT Smartcard, a standalone smartcard; Wi-Mag, an antenna and payment technology, and 3D FaceMatch and 3D SketchArtist facial recognition products.