Nxt-ID, Inc. (NASDAQ:NXTD) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01
| Entry into a Material Definitive Agreement |
As previously disclosed on Current Report to Form 8-K filed by
Nxt-ID, Inc. (the Company) on July 27, 2016, on July 25, 2016,
the Company, in connection with its acquisition of LogicMark, LLC
(the Seller), issued to the LogicMark Investment Partners, LLC,
as the Sellers representative (LogicMark Investment) a secured
subordinated promissory note in the amount of $2,500,000 (the
Original Note), and the Seller and the Company entered into a
security agreement to secure the Original Note (the Seller
Security Agreement).
Securities Exchange Agreement
On November 29, 2016, the Company entered into a Securities
Exchange Agreement (the Exchange Agreement) with certain holders
of a portion of the Original Notes (the Holders) to which the
Company exchanged with the Holders of $1,500,000 of Original
Notes held by the Holders in exchange for: (i) an aggregate
principal amount of $1,500,000 of new secured subordinated
promissory notes (the Exchange Notes) and (ii) warrants (the
Warrants, and together with the Exchange Notes, the Exchange
Securities) convertible into 500,000 shares of common stock of
the Company, par value $0.0001 (the Common Stock). The Holders
purchased the $1,500,000 of Original Notes from LogicMark
Investment prior to this transaction.
Exchange Notes
The Exchange Notes will mature on November 29, 2017 and accrue
interest at a rate of 15.0% per annum. The Exchange Notes are
convertible at any time, in whole or in part, at the option of
the Investors into shares of Common Stock at a conversion price
of $3.00 per share (the Conversion Price). The Conversion Price
is subject to adjustment for stock dividends, stock splits,
combinations or similar events.
The Company may prepay, in whole but not in part, without premium
or penalty, the outstanding principal, together with accrued but
unpaid interest on the outstanding principal, if any.
Warrants
The Warrants will be exercisable beginning on November 29, 2016,
and will be exercisable for a period of five years. The exercise
price with respect to the Warrants is $3.00 per share (the
Exercise Price). The Exercise Price and the amount of shares of
Common Stock issuable upon exercise of the Warrants are subject
to adjustment upon certain events, such as stock splits,
combinations, dividends, distributions, reclassifications,
mergers or other corporate change and dilutive issuances.
The foregoing descriptions of the terms of the Exchange
Agreement, the Exchange Notes and the Warrants are qualified in
their entirety by reference to the provisions of the agreements
filed as Exhibits 10.1, 4.1 and 4.2, respectively, to this
Current Report on Form 8-K (this Report), which are incorporated
by reference herein.
Intercreditor Agreement
On November 29, 2016, in connection with the Exchange Agreement
and the issuance of the Exchange Securities, the Company,
LogicMark Investment Partners, LLC (LogicMark Investment) and the
Holders entered into an intercreditor agreement (the
Intercreditor Agreement). The Intercreditor Agreement governs the
relative priorities (and other certain rights) of LogicMark
Investment and the Holders with respect to the remaining portion
of the Original Notes, the Exchange Notes, and the Seller
Security Agreement.
The foregoing description of the terms of
theIntercreditorAgreement is qualified in its entirety by
reference to the provisions of the agreement filed as Exhibit
10.2 to this Report, which is incorporated by reference herein.
First Amendment to Forbearance Agreement
As previously disclosed on Current Report to Form 8-K filed by
the Company on September 23, 2016, on September 23, 2016, the
Company entered into a forbearance agreement with LogicMark
Investment in connection with the Original Note (the Forbearance
Agreement). Under the terms of the Forbearance Agreement,
LogicMark Investment agreed to extend the Original Note and the
Company agreed to satisfy several conditions.
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On November 29, 2016 (the First Amendment Effective Date), the
Company and LogicMark Investment entered into a first amendment
to the Forbearance Agreement (the First Amendment). The First
Amendment extends the Seller Note to April 15, 2017, or the
earlier date of any Forbearance Default under the First
Amendment. to the First Amendment, the Company agreed to satisfy
several conditions, including: (i) delivering to LogicMark
Investment the Intercreditor Agreement on the First Amendment
Effective Date; and (ii) not to amend or modify the terms of the
Exchange Notes, other than for amendment and restatement purposes
to the Exchange Agreement (hereinafter defined). The Company
agreed to make certain representations and warranties in respect
of LogicMark Investments continued forbearance. The Company also
agreed to certain indemnification provisions in connection with
the First Amendment.
The foregoing description of the terms of theFirst Amendment is
qualified in its entirety by reference to the provisions of the
agreement filed as Exhibit 10.3 to this Report, which is
incorporated by reference herein.
| Item 2.03 |
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant |
The information set forth in Item 1.01 hereof is incorporated
herein by reference.
| Item 3.02 | Unregistered Sale of Equity Securities |
The information set forth in Item 1.01 hereof is incorporated
herein by reference.
The issuance of the Exchange Securities was made in reliance upon
exemptions from registration to Section 4(a)(2) of the Securities
Act of 1933.
| Item 9.01 | Financial Statements and Exhibits |
|
(d) |
Exhibits |
| ExhibitNo. | Description | |
| 4.1 | Form of Exchange Note | |
| 4.2 | Form of Warrant | |
| 10.1 | Form of Exchange Agreement | |
| 10.2 | Intercreditor Agreement | |
| 10.3 | First Amendment to Forbearance Agreement |
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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 -0.04 at 3.47 with 34,388 shares trading hands.