Nxt-ID, Inc. (NASDAQ:NXTD) Files An 8-K Material Modification to Rights of Security HoldersItem 8.01 Material Modification to Rights of Security Holders
In order to consummate the registered direct offering and concurrent private placement described in Item 8.01 below, the Company was required to obtain consent from the holders (the “November Holders”) of the Company’s (i) Amended and Restated Secured Subordinated Promissory Notes, originally issued on July 25, 2016, and amended on November 29, 2016 (the “November Notes”), and (ii) certain common stock purchase warrants (the “November Warrants”) that are initially exercisable on November 29, 2016. In consideration of the November Holders providing such consent to the registered direct offering and concurrent private placement, the Company and the November Holders agreed, as of July 11, 2017, to the following additional amendments to their respective November Notes, November Warrants, and that certain Exchange Agreement, dated November 29, 2016 (the “Exchange Agreement”):
| 1. | The conversion price of the November Notes was lowered from $3.00 to 2.00. |
| 2. | The exercise price of the November Warrants was lowered from $3.00 to $2.00. |
| 3. | The Company’s prohibition under the Exchange Agreement providing that for so long as the November Holders are holders of the November Notes, the November Warrants, or the shares of Common Stock issuable thereunder, the Company may not issue shares of our Common Stock at a price per share less than $3.00 per share, was lowered to $2.00 per share. |
Item 8.01Other Events.
On July 13, 2017, the Company closed its previously announced registered direct offering of an aggregate of 2,170,000 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) and pre-funded warrants (the “Pre-Funded Warrants”) to purchase 230,000 shares of Common Stock. The Company sold the Shares at a price of $1.43, per share and received $1.42 per Pre-Funded Warrant (the prefunded amount). The Company received gross proceeds from the offering, before deducting placement agent fees and other estimated offering expenses payable by the Company, of approximately $3,432,000. Aegis Capital Corp. acted as the placement agent for the offering.
On July 13, 2017, the Company also closed its previously announced concurrent private placement for no additional consideration, of warrants to purchase 1,800,000 shares of Common Stock.
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.
