Nxt-ID, Inc. (NASDAQ:NXTD) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01
| Entry into a Material Definitive Agreement |
Binding Letter of Intent
On March 26, 2017, Nxt-ID, Inc. (the Company) signed a binding
Letter of Intent (LOI) with Fit Pay, Inc., a Delaware corporation
(Fit Pay), regarding the acquisition by the Company of all of the
equity of Fit Pay (the Transaction). Following the Transaction,
Fit Pay will become a wholly owned subsidiary of the Company. The
purchase price of the Transaction will consist of: (i) the
issuance of 19.99% of the outstanding shares of the capital stock
of the Company to the shareholders of Fit Pay; (ii) the issuance
by the Company of $2,000,000 worth of non-voting,
non-convertible, shares of junior preferred stock to (the Junior
Preferred Stock) to certain holders of preferred shares of Fit
Pay, which Junior Preferred Stock shall earn a cumulative
dividend of 5% per annum, which will increase to a dividend of
10% per annum after the Companys market capitalization is
$75,000,000 for greater than thirty (30) consecutive days; and
(iii) an earn-out payment to the then former shareholders of Fit
Pay of 12.5% of the gross revenue derived from the Sellers
technology by the Company, for the sixteen (16) quarter period
beginning on October 1, 2017. The parties intend to negotiate and
execute a definitive agreement for the Transaction in accordance
with the terms of the LOI.
The definitive agreements will include customary closing
conditions including necessary approvals. The Company and Fit Pay
have agreed not to initiate or enter into any discussion with any
other prospective purchaser of the assets and/or liabilities, or
of the stock or business of Fit Pay prior to May 26, 2017.
The description of the LOI is qualified in its entirety by
reference to the full text of the LOI, which isattached hereto as
Exhibit 10.1.
| Item 8.01 | Other Events. |
On March 27, 2017, the Company issued a press release announcing
that it had entered into the LOI with Fit Pay. A copy of the
press release is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits |
(d)Exhibits.
| Exhibit No. | Description | |
| Exhibit 10.1 | Letter of Intent dated March 26, 2017. | |
| Exhibit 99.1 | Press Release of Nxt-ID, Inc. dated March 27, 2017. |
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. Nxt-ID, Inc. (NASDAQ:NXTD) Recent Trading Information
Nxt-ID, Inc. (NASDAQ:NXTD) closed its last trading session down -0.05 at 1.85 with 171,326 shares trading hands.