Amended Current Report Filing (8-k/a)
November 06 2017 - 5:23PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported):
November 6, 2017
(August 24, 2017)
Nxt-ID,
Inc.
(Exact
name of registrant as specified in its charter)
Delaware
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000-54960
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46-0678374
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(State or other jurisdiction
of incorporation)
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(Commission File
Number)
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(IRS Employer
Identification No.)
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Nxt-ID,
Inc.
285
North Drive
Suite
D
Melbourne,
FL 32934
(Address
of principal executive offices) (Zip Code)
Registrant's
telephone number, including area code:
(203) 266-2103
Check
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):
☐ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)
☐ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)
Indicate
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).
Emerging
growth company ☒
If
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. ☐
EXPLANATORY
NOTE
This
Amendment No. 1 on Form 8-K/A (this “Amendment”) is being filed to provide the required financial statements and
pro forma financial information required by Item 9.01 (a) and (b) of Form 8-K (the “Financial Information”) with
respect to the acquisition of Fit Pay, Inc. (“Fit Pay”) by Nxt-ID, Inc (the “Company”), which
occurred on May 23, 2017, as disclosed on the Current Report on Form 8-K filed with the Securities and Exchange Commission on
May 30, 2017 (the “Original 8-K”). Pursuant to Item 9.01 (a)(4) and (b)(2), the Company was allowed to file the
Financial Information by amendment no later than 71 calendar days after the date that the Original 8-K must be
filed.
Unless
otherwise disclosed herein, the disclosures contained herein have not been updated to reflect events, results or developments
that have occurred after the filing of the Original 8-K, or to modify or update those disclosures affected by subsequent events
unless otherwise indicated in this Amendment. This Amendment should be read in conjunction with the Original 8-K and the Company’s
filings made with the Commission subsequent to the Original 8-K, including any amendments to those filings.
Item
9.01 Financial Statements and Exhibits
(a) Financial
Statements
Financial
statements of Fit Pay
for the year ended December 31, 2016, as required by Item 9.01(a)
of Form 8-K are included with this filing as Exhibit 99.2.
(b) Pro
Forma Financial Information
The
pro forma financial information required by Item 9.01(b) of Form 8-K are being included with this filing as Exhibit 99.4
and Exhibit 99.5.
(d)
Exhibits
Exhibit
No.
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Description
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3.1
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Certificate
of Designations for Series C Non-Convertible Preferred Stock (1)
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10.1
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Form of Agreement and Plan of Merger by and between Nxt-ID, Inc., Fit Merger Sub, Inc., Fit Pay, Inc., Michael Orlando, Giesecke & Devrient Mobile Security America, Inc., the other stockholders of the Fit Pay, Inc., and Michael Orlando in his capacity as stockholder representative representing the other stockholders of Fit Pay, Inc., dated as of May 23, 2017 (1)
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99.1
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Press Release of Nxt-ID, Inc., dated May 23, 2017 (1)
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99.2
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Audited
financial statements of Fit Pay, Inc. for the year ended December 31, 2016.
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99.3
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Unaudited financial statements
of Fit Pay, Inc. as of and for the three months period ended March 31, 2017 and 2016
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99.4
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Unaudited
Pro forma condensed combined statement of operations for the three months ended March 31, 2017.
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99.5
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Unaudited Pro forma condensed statement of operations for the year ended
December 31, 2016.
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(1)
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Filed
as an Exhibit on Current Report to Form 8-K with the SEC on May 30, 2017.
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SIGNATURES
Pursuant
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.
Date:
November 6, 2017
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NXT-ID, INC.
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By:
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/s/
Gino M. Pereira
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Name:
Gino M. Pereira
Title:
Chief Executive Officer
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3
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