Current Report Filing (8-k)
December 20 2017 - 8:38AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported):
December 20, 2017
(December 19, 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):
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☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)
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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
þ
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. ☐
Item 1.01
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Entry into a Material
Definitive Agreement.
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On
December 19, 2017, and effective as of November 29, 2017, Nxt-ID, Inc. (the “Company”) entered into an agreement
with the holders of the convertible notes and common stock purchase warrants issued pursuant to that certain Securities
Exchange Agreement dated as of November 29, 2016 (the “Amendment Agreement”). Pursuant to the Amendment
Agreement, the parties agreed to amend the maturity dates of the notes by one year or November 29, 2018. The Company
previously reported the execution of the Securities Exchange Agreement, Exchange Notes and certain related
ancillary agreements in a Current Report on Form 8-K filed on November 30, 2016.
In
consideration for the extension, the Company issued to the holders, an aggregate of 387,000 restricted shares of common stock.
No other terms of the Exchange Notes were modified.
Item
3.02
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Unregistered Sale
of Equity Securities
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The
information set forth in Item 1.01 hereof is incorporated herein by reference.
The
issuance of the restriction shares in consideration for the extension of the maturity was made in reliance upon exemptions from
registration pursuant to Section 4(a)(2) of the Securities Act of 1933.
Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits.
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:
December 20, 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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