SEBASTIAN, Florida,
September 21, 2018 /PRNewswire/
--
Nxt-ID, Inc. (NASDAQ: NXTD) today announced that it intends to
separate its payments, authentication and credential management
business into an independent company and distribute shares of the
newly created company to its shareholders through the execution of
a spin-off, which the Company believes will qualify as a tax free
distribution. Immediately following the transaction, which is
expected to be completed by November 15,
2018, Nxt-ID shareholders who own common shares of Nxt-ID on
the dividend date of October 15, 2018
will own shares of both companies. The new company will include the
assets acquired in the May 2017
business combination with Fit Pay, Inc. as well as the payment,
authentication and credential management assets that the Company
developed previously. Following the spin-off, the new company has
an investment commitment for $6.0
million to fund its operations. The new company will apply
for listing on NASDAQ.
"We believe that this transaction will help to unlock the true
value of both our payments and our healthcare businesses. Both
businesses are experiencing an increased number of significant
commercial opportunities, which require specialized focus to
successfully execute them. These opportunities are sufficiently
diverse such that the synergies of being under a single structure
are outweighed by the need to focus on them separately. In
addition, it provides our current and potentially new shareholders
the opportunity to participate in a pure play investment in both
strategies, while increasing the transparency for the market in
general, in terms of understanding and tracking the performance of
each business," said Gino Pereira,
Chief Executive Officer of Nxt-ID. "We believe the new structure
will provide current and potential shareholders with two attractive
investment options that may be more closely aligned with their
respective investment objectives. It further demonstrates our
commitment to creating long-term value for our shareholders."
The New Company
The new company will include the payment, authentication and
credential management assets of Nxt-ID and Fit Pay, Inc, including
the FitPay® Token Requester Platform, which enables cardholders to
securely add their payment credentials to devices that are
integrated with Fit Pay's token management solution. The Platform
allows device manufacturers, merchants, banks and any entity making
digital transactions to offer their customers a safe and convenient
payment experience. Fit Pay is one of the first successful
commercializations of a token requestor service provider integrated
with the major payment card networks.
The new company's core capabilities also include the development
of payment and authentication devices that leverage NFC (near field
communication), cryptocurrency, and blockchain technology. It is
currently developing digital payment and loyalty devices to be
distributed through partners as well as payment devices that enable
Bitcoin holders to make contactless payments at retail locations
with value exchanged from their cryptocurrency. The assets of the
new company will include a portfolio of payment, authentication and
blockchain technology patents that have been filed by or issued to
Nxt-ID and Fit Pay.
Michael Orlando, current Nxt-ID
COO and President of Fit Pay, will be the Chief Executive Officer
of the new company. Orlando and Pereira will serve on the Boards of
both companies.
Nxt-ID and LogicMark
Assets associated with Nxt-ID's healthcare subsidiary,
LogicMark, LLC, will remain with the Company along with the assets
under 3D-ID, LLC. LogicMark produces a range of products within the
personal emergency response system (PERS) market. The Company has
differentiated itself by offering non-monitored products, which
only require a one-time purchase fee, instead of a recurring
monthly contract, offering a significant value proposition over
monitored solutions. This subsidiary has produced consecutive
quarters of record revenues and is looking to expand its business
into other healthcare verticals as well as retail and enterprise
channels in order to better serve the expanding demand for
connected and remote healthcare solutions. For the six months ended
June 30, 2018, revenues from
LogicMark were $8.7 million with
operating income of $3.7 million.
Transaction Details
For further details please see the Form 8-K filed with the
Securities and Exchange Commission on September 21, 2018. Completion of the tax-free
spin-off and the new company's subsequent listing will be subject
to final approval by the Nxt-ID Board of Directors, approval by
NASDAQ and a number of factors, including market conditions, the
execution of inter-company agreements and other matters.
Advisors
Alliance Global Partners is serving as financial advisor on the
transaction and Robinson Brog Leinwand
Greene Genovese & Gluck, P.C. is serving as legal
advisor to Nxt-ID, Inc.
About Nxt- ID, Inc.
Nxt-ID, Inc. (NASDAQ: NXTD) provides a comprehensive platform of
technology products and services that enable the Internet of Things
(IoT). With extensive experience in access control, biometric and
behavior-metric identity verification, security and privacy,
encryption and data protection, payments, miniaturization and
sensor technologies, Nxt-ID develops and markets groundbreaking
solutions for payment and IoT applications. Its industry-leading
technology products and solutions include MobileBio®, a suite of
biometric solutions that secure consumers' mobile platforms, the
Wocket™, a next-generation smart wallet and the Flye, a digital
credit card developed in collaboration with WorldVentures.
Nxt-ID includes three mobile and IoT-related subsidiaries:
LogicMark, LLC, a manufacturer and distributor of non-monitored and
monitored personal emergency response systems ("PERS") sold through
dealers/distributors and the United States Department of Veterans
Affairs; Fit Pay, Inc., a proprietary technology platform that
delivers end-to-end solutions to device manufacturers for
contactless payment capabilities, credential management,
authentication and other secure services within the IoT ecosystem,
and 3D-ID LLC, which is engaged in biometric identification and
authentication. Learn more about Nxt-ID at http://www.nxt-id.com .
Fit Pay and the Fit Pay Payment Platform are the sole property of
Fit Pay, Inc. For Nxt-ID Inc. corporate information contact:
info@nxt-id.com
Forward-Looking Statements for Nxt-ID: This
press release contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements reflect management's current
expectations, as of the date of this press release, and involve
certain risks and uncertainties. Forward-looking statements include
statements herein with respect to the successful execution of the
Company's business strategy. The Company's actual results could
differ materially from those anticipated in these forward-looking
statements as a result of various factors. Such risks and
uncertainties include, among other things, our ability to establish
and maintain the proprietary nature of our technology through the
patent process, as well as our ability to possibly license from
others patents and patent applications necessary to develop
products; the availability of financing; the Company's ability to
implement its long range business plan for various applications of
its technology; the Company's ability to enter into agreements with
any necessary marketing and/or distribution partners; the impact of
competition, the obtaining and maintenance of any necessary
regulatory clearances applicable to applications of the Company's
technology; and management of growth and other risks and
uncertainties that may be detailed from time to time in the
Company's reports filed with the Securities and Exchange
Commission.
Media Contacts:
Chris Orlando
chris.orlando@nxt-id.com
+1-760-468-7273
D. Van Zant
+1-800-665-0411
press@nxt-id.com
SOURCE NXT-ID, Inc.